Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ben-Natan Nimrod
2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2015
3. Issuer Name and Ticker or Trading Symbol
HARMONIC INC [HLIT]
(Last)
(First)
(Middle)
4300 NORTH FIRST STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and GM, Edge Business
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95134
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26,250
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Right to buy/stock option 04/01/2009(1) 05/15/2015 Common Stock 29,168 $ 8.17 D  
Right to buy/stock option 02/15/2011(1) 02/19/2017 Common Stock 11,375 $ 6.14 D  
Right to buy/stock option 02/15/2012(2) 03/04/2018 Common Stock 60,000 $ 9.69 D  
Right to buy/stock option 02/15/2013(1) 02/28/2019 Common Stock 65,000 $ 6.14 D  
Restricted stock units (3) 02/15/2013(4) 02/15/2016 Common Stock 10,000 $ 0 D  
Right to buy/stock option 02/15/2014(2) 03/15/2020 Common Stock 97,500 $ 5.78 D  
Right to buy/stock option 02/15/2015(2) 03/14/2021 Common Stock 100,000 $ 6.49 D  
Restricted stock units (3) 02/15/2015(4) 02/15/2016 Common Stock 12,500 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ben-Natan Nimrod
4300 NORTH FIRST STREET
SAN JOSE, CA 95134
      SVP and GM, Edge Business  

Signatures

/s/ Laura Donovan By: Attorney-in-fact Laura Donovan 02/17/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Twenty-five percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one forty eighth of the Shares subject to the Option vested monthly thereafter.
(2) Twenty-five percent of the Shares subject to the Option vested twelve months after the Vesting Commencement Date, and one forty eighth of the Shares subject to the Option vests monthly thereafter.
(3) Each restricted stock unit represents a contingent right to receive one share of HLIT common stock.
(4) The shares subject to the restricted stock units are scheduled to vest in equal parts on August 15, 2015 and February 15, 2016.

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