UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )¹

Harmonic Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

413160102

(CUSIP Number)

 

AARON MORSE

SCOPIA CAPITAL MANAGEMENT LP

152 West 57th Street, 33rd Floor

New York, New York 10019

(212) 370-0303

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 19, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				SCOPIA CAPITAL MANAGEMENT LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							6,084,068
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							6,084,068
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,084,068
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.4%
	14		TYPE OF REPORTING PERSON
				PN, IA

  

	1		NAME OF REPORTING PERSON
				SCOPIA MANAGEMENT, INC.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				NEW YORK
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							6,084,068
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							6,084,068
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,084,068
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.4%
	14		TYPE OF REPORTING PERSON
				CO, HC

  

 

	1		NAME OF REPORTING PERSON
				MATTHEW SIROVICH
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							6,084,068
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							6,084,068
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,084,068
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.4%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

 

	1		NAME OF REPORTING PERSON
				JEREMY MINDICH
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							6,084,068
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							6,084,068
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,084,068
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.4%
	14		TYPE OF REPORTING PERSON
				IN, HC

  

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.

Security and Issuer.

This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of Harmonic Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2590 Orchard Parkway, San Jose, California 95131.

Item 2.

Identity and Background.

(a)       This statement is filed by Scopia Capital Management LP, a Delaware limited partnership (“Scopia Capital”), Scopia Management, Inc., a New York corporation (“Scopia Management”), Matthew Sirovich and Jeremy Mindich. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Scopia Capital is the investment manager of certain funds and managed accounts (collectively, the “Investment Vehicles”) that hold Shares. Scopia Management is the general partner of Scopia Capital. Messrs. Sirovich and Mindich each serve as a Managing Director of Scopia Management. The Investment Vehicles have delegated to Scopia Capital the sole authority to vote and dispose of the securities held by the Investment Vehicles pursuant to their respective Investment Management Agreements with Scopia Capital. As a result, each of Scopia Capital, Scopia Management and Messrs. Sirovich and Mindich may be deemed to beneficially own the Shares held by the Investment Vehicles.

(b)       The address of the principal office of each Reporting Person is 152 West 57th Street, 33rd Floor, New York, New York 10019.

(c)       Scopia Capital’s principal business is serving as the investment manager to the Investment Vehicles. Scopia Management’s principal business is serving as the general partner of Scopia Capital. The principal business of each of Messrs. Sirovich and Mindich is serving as a Managing Director of Scopia Management.

(d)       No Reporting Person nor any Investment Vehicle has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any Investment Vehicle has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Scopia Capital is organized under the laws of the State of Delaware. Scopia Management is organized under the laws of the State of New York. Messrs. Sirovich and Mindich are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares reported herein were purchased with the working capital of the Investment Vehicles (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,084,068 Shares held in the aggregate by the Investment Vehicles is approximately $61,631,234, including brokerage commissions.

Item 4.

Purpose of Transaction.

The Shares held by the Investment Vehicles were purchased based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities to enhance stockholder value.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 111,908,849 Shares outstanding as of February 12, 2024, which is the total number of Shares outstanding as reported in the Issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2024.

As of the date hereof, each of Scopia Capital, Scopia Management and Messrs. Sirovich and Mindich may be deemed to beneficially own the 6,084,068 Shares, constituting approximately 5.4% of the Shares outstanding, held in the aggregate by the Investment Vehicles.

The Investment Vehicles have delegated to Scopia Capital sole voting and investment power over the securities held by the Investment Vehicles pursuant to their respective Investment Management Agreements with Scopia Capital. As a result, each of Scopia Capital, Scopia Management, as the general partner of Scopia Capital, and Messrs. Sirovich and Mindich, as Managing Directors of Scopia Management, may be deemed to exercise voting and investment power over the Shares directly held by the Investment Vehicles. The Investment Vehicles specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with Scopia Capital.

(b)       Scopia Capital, Scopia Management and Messrs. Sirovich and Mindich may be deemed to share the power to vote and dispose of the Shares held by the Investment Vehicles.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons (on behalf of the Investment Vehicles) during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

(d)       No person other than the Reporting Persons and the Investment Vehicles is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Scopia Capital (on behalf of the Investment Vehicles) has entered into certain cash-settled total return swap agreements with Morgan Stanley Capital Services LLC (“Morgan Stanley”) as the counterparty (the “Swap Agreements”). The swaps with Morgan Stanley constitute economic exposure to an aggregate of 309,922 notional Shares, representing less than 1% of the outstanding Shares, which have a reference price of $10.28 and an expiration date of August 6, 2025. The Swap Agreements provide Scopia Capital with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Scopia Capital has economic exposure to an aggregate of 6,393,990 Shares, representing approximately 5.7% of the outstanding Shares. Scopia Capital and the other Reporting Persons disclaim beneficial ownership of the Subject Shares.

 

On April 26, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

99.1

Joint Filing Agreement, dated April 26, 2024.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2024

	SCOPIA CAPITAL MANAGEMENT LP
	By:	Scopia Management, Inc. General Partner
	By:	/s/ Matthew Sirovich
		Name:	Matthew Sirovich
		Title:	Managing Director

 

 

	SCOPIA MANAGEMENT, INC.
	By:	/s/ Matthew Sirovich
		Name:	Matthew Sirovich
		Title:	Managing Director

 

 

	/s/ Matthew Sirovich
	MATTHEW SIROVICH

 

 

	/s/ Jeremy Mindich
	JEREMY MINDICH

 

 

SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price Per Share ($)

Date of Purchase/Sale

 

SCOPIA CAPITAL MANAGEMENT LP
(On Behalf of the Investment Vehicles)

Purchase of Common Stock	33,509	13.5997	03/01/2024
Purchase of Common Stock	21,494	13.3010	03/26/2024
Purchase of Common Stock	6,359	13.4910	03/27/2024
Purchase of Common Stock	113,203	11.0453	04/09/2024
Purchase of Common Stock	50,000	11.0464	04/09/2024
Purchase of Common Stock	50,000	11.0589	04/09/2024
Purchase of Common Stock	376,630	11.1601	04/09/2024
Purchase of Common Stock	41,775	11.1611	04/09/2024
Purchase of Common Stock	44,573	11.1935	04/09/2024
Purchase of Common Stock	40,000	11.3685	04/09/2024
Purchase of Common Stock	11,900	11.0575	04/10/2024
Purchase of Common Stock	80,000	11.0624	04/10/2024
Purchase of Common Stock	20,000	11.2350	04/10/2024
Purchase of Common Stock	70,120	10.6787	04/12/2024
Purchase of Common Stock	50,000	10.6913	04/12/2024
Purchase of Common Stock	100,000	10.7000	04/12/2024
Purchase of Common Stock	150,000	10.7056	04/12/2024
Purchase of Common Stock	57,604	10.4015	04/15/2024
Purchase of Common Stock	25,000	10.4063	04/15/2024
Purchase of Common Stock	55,400	10.4149	04/15/2024
Purchase of Common Stock	22,200	10.4950	04/15/2024
Purchase of Common Stock	20,000	10.1583	04/16/2024
Purchase of Common Stock	54,198	10.2224	04/16/2024
Purchase of Common Stock	15,000	10.2420	04/16/2024
Purchase of Common Stock	12,710	9.9958	04/17/2024
Purchase of Common Stock	109,873	9.9895	04/18/2024
Purchase of Common Stock	20,000	10.0000	04/18/2024
Purchase of Common Stock	85,000	9.7791	04/19/2024
Purchase of Common Stock	40,127	9.9051	04/19/2024
Purchase of Common Stock	25,000	10.0000	04/19/2024
Purchase of Common Stock	25,000	9.5000	04/24/2024
Purchase of Common Stock	43,833	9.4501	04/24/2024
Purchase of Common Stock	100,000	9.4173	04/24/2024
Purchase of Common Stock	109,315	9.4280	04/24/2024
Purchase of Common Stock	25,000	9.2974	04/25/2024
Purchase of Common Stock	10,000	9.3050	04/25/2024
Purchase of Common Stock	50,000	9.1926	04/25/2024
Purchase of Common Stock	109,000	9.2386	04/25/2024

  

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Harmonic Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: April 26, 2024

	SCOPIA CAPITAL MANAGEMENT LP
	By:	Scopia Management, Inc. General Partner
	By:	/s/ Matthew Sirovich
		Name:	Matthew Sirovich
		Title:	Managing Director

 

 

	SCOPIA MANAGEMENT, INC.
	By:	/s/ Matthew Sirovich
		Name:	Matthew Sirovich
		Title:	Managing Director

 

 

	/s/ Matthew Sirovich
	MATTHEW SIROVICH

 

 

	/s/ Jeremy Mindich
	JEREMY MINDICH