Form 4/A HARMONIC INC For: May 15 Filed by: HARSHMAN PATRICK

May 18, 2022 6:32 PM EDT

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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)
05/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/17/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 05/15/2022   M   31,789 A $ 0 644,544 (1) D  
Common Stock 05/15/2022   F   16,736 (2) D $ 9.28 627,808 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 $ 0 05/15/2022   M     15,236 02/15/2021 02/15/2023 Common Stock 15,236 $ 0 45,707 D  
Restricted Stock Units $ 0 05/15/2022   M     16,554 02/15/2022 02/15/2024 Common Stock 16,554 $ 0 115,885 D  
Stock Option/Right to buy $ 3.14             02/17/2017 03/14/2023 Common Stock 30,000   30,000 (3) D  
Explanation of Responses:
1. Reflects an adjustment of 612,795 shares of common stock to his ex-spouse pursuant to a marital settlement agreement. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse.
2. Shares of Harmonic Inc. common stock withheld by Harmonic Inc. to satisfy tax withholding obligation upon vesting of restricted stock units.
3. Since the date of the reporting person's last ownership report, he transferred 30,000 stock options to his ex-spouse pursuant to a marital settlement agreement. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse.
Remarks:
The Form 4, as originally filed on May 17, 2022, incorrectly reported the "securities disposed of" price used for tax withholding purposes as $8.88.  The correct price was $9.28.
/s/ Laura Donovan By Attorney-in-Fact: Laura Donovan 05/18/2022
** 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.


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