SEC Form 4
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*
Green James W
(Last) (First) (Middle)
C/O HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
(Street)
HOLLISTON MA 01746
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [ HBIO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 06/11/2021 A 109,070(1) A $0 2,388,848(2) D
Common Stock 06/11/2021 F 48,373(3) D $7.64 2,340,475(4) 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
Explanation of Responses:
1. On June 11, 2020, the Reporting Person was granted an award of 218,141 restricted stock units with performance based vesting conditions, which vest in equal installments on June 11, 2021, 2022 and 2023, and are linked to the achievement of a relative total shareholder return of the Issuer's common stock from June 11, 2020 to the earlier of (i) June 11, 2021 or (ii) upon a change of control (measured relative to the Nasdaq Biotechnology index). The target number of the restricted stock units that may be earned was reported on the date of grant; the maximum amount is 150% of the number then reported. As a result of the Issuer's performance based on such performance targets, the Reporting Person earned 150% of the target amount, subject to continuation of employment through the remaining vesting dates. Accordingly, the reported transaction reflects the acquisition of 109,070 additional performance restricted stock units earned above the target grant.
2. Includes (a) 218,141 remaining restricted stock units that will vest on June 11, 2022 and 2023, (b) 194,698 restricted stock units that will vest in three equal installments on December 31, 2021, 2022 and 2023, (c) 163,606 remaining restricted stock units that will vest on December 31, 2021, 2022 and 2023, (c) 243,072 restricted stock units that will fully vest on July 8, 2021, (d) 209,180 remaining restricted stock units that will vest on January 1, 2022 and 2023, (e) 605,035 restricted stock units with performance based vesting conditions tied to relative total shareholder return, and (f) 755,116 shares of common stock beneficially owned by the Reporting Person.
3. The shares were disposed of to satisfy the Reporting Person's tax withholding obligation in connection with the performance restricted stock unit award previously granted to the Reporting Person that vested in part on June 11, 2021.
4. Includes (a) the shares and awards described in footnote (2) above, less (b) the disposition of shares reported in footnote (3) above.
/s/ David Sirois, by power of attorney 06/15/2021
** 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).
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