SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARSHMAN PATRICK

(Last) (First) (Middle)
2590 ORCHARD PARKWAY

(Street)
SAN JOSE CA 95131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARMONIC INC [ HLIT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2024 M 297,989(1) A $0 937,734 D
Common Stock 02/15/2024 F 159,199 D $13.67 778,535 D
Common Stock 02/15/2024 M 80,147 A $0 858,682 D
Common Stock 02/15/2024 F 42,757 D $13.67 780,393(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(3) $0 02/15/2024 M 16,555 02/15/2022 02/15/2024 Common Stock 16,555 $0 0 D
Restricted Stock Units(3) $0 02/15/2024 M 13,684 02/15/2023 02/15/2025 Common Stock 13,684 $0 54,735 D
Restricted Stock Units(3) $0 02/15/2024 M 49,908 02/15/2024 02/15/2026 Common Stock 49,908 $0 99,814 D
Restricted Stock Units(3) $0 02/16/2024 A 221,953 02/15/2025(4) 02/15/2027 Common Stock 221,953 $0 221,953 D
Explanation of Responses:
1. These performance-based restricted stock units ("PRSUs") were grated on February 16, 2021, with vesting based on the total stockholder return ("TSR") to holders of Company common stock during a three-year performance period that concluded on February 14, 2023. Based on the TSR over the the performance period, 150% of the shares underlying the PRSUs, or 297,989 shares, vested in accordance with the terms set forth in DEF 14A filed by the Company with the U.S. Securities and Exchange Commission on April 29, 2022, upon the approval of the Compensation Committee of the Board of Directors of the Company on February 15, 2024.
2. Reflects an adjustment of 35,532 shares of common stock transferred to the reporting person's former spouse pursuant to a marital settlement agreement. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.
3. Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.
4. One third (33.33%) of the Shares subject to the Restricted Stock Units are scheduled to vest on February 15, 2025, and approximately 8.33% of the remaining Restricted Stock Units will vest each three months thereafter, so as to be 100% vested on the third anniversary of the RSU Vesting Commencement Date.
/s/ Wendi Ninh, Attorney-in-Fact 02/20/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.