Scopia Capital Management LP Files SC 13D for Harmonic Inc.

TL;DR

**SCOPIA CAPITAL MANAGEMENT LP JUST FILED A 13D ON HARMONIC INC. SOMETHING'S UP.**

AI Summary

On April 26, 2024, Scopia Capital Management LP filed a Schedule 13D, indicating a change in their beneficial ownership of Harmonic Inc. The filing does not disclose the specific number of shares or the total dollar amount involved, but it signifies a new or updated stake by Scopia Capital Management LP in Harmonic Inc.

Why It Matters

This filing signals a significant investment or change in holdings by a major institutional investor in Harmonic Inc., which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in investor sentiment, warranting close monitoring.

Key Players & Entities

• HARMONIC INC (company) — Subject Company
• SCOPIA CAPITAL MANAGEMENT LP (company) — Filing Entity
• SCOPIA CAPITAL MANAGEMENT LLC (company) — Former Company Name
• SCOPIA FUND MANAGEMENT LLC (company) — Former Company Name
• SCOPIA FUND MANAGEMENT, LLC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $61,631,234 — he Investment Vehicles is approximately $61,631,234, including brokerage commissions. 6
• $10.28 — Shares, which have a reference price of $10.28 and an expiration date of August 6, 202

Filing Documents

• sc13d06777023_04262024.htm (SC 13D) — 152KB
• ex991to13d06777023_04262024.htm (EX-99.1) — 8KB
• 0000921895-24-000953.txt ( ) — 161KB

Security and Issuer

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.

Identity and Background

Item 2. Identity and Background. (a) This 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 f

Source and Amount of Funds or Other Consideration

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. 6 CUSIP No. 413160102

Purpose of Transaction

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

Interest in Securities of the Issuer

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. 7 CUSIP No. 413160102 (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 re

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

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.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement, dated April 26, 2024. 8 CUSIP No. 413160102

SIGNATURES

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 9 CUSIP No. 413160102 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 C

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View this SC 13D filing on SEC EDGAR