Sec Form 4 Filing - HARSHMAN PATRICK @ HARMONIC INC - 2024-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HARSHMAN PATRICK 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 (Last) (First) (Middle) 2590 ORCHARD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2024 (Street) SAN JOSE, CA95131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARSHMAN PATRICK 2590 ORCHARD PARKWAY SAN JOSE, CA95131 X President and CEO Signatures /s/ Wendi Ninh, Attorney-in-Fact 02/20/2024 Signature of Reporting Person Date

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.

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).

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