Sec Form 4 Filing - Singh Yash @ HARVARD BIOSCIENCE INC - 2019-10-31

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 Singh Yash 2. Issuer Name and Ticker or Trading Symbol HARVARD BIOSCIENCE INC [ HBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2019 (Street) HOLLISTON, MA01746 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 10/31/2019 A 39,286 ( 1 ) A $ 0 39,286 ( 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 Stock option (right to buy) $ 2.8 10/31/2019 A 86,614 10/31/2020( 3 ) 10/31/2029 Common Stock, par value $0.01 per share 86,614 $ 0 86,614 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Singh Yash C/O HARVARD BIOSCIENCE, INC. 84 OCTOBER HILL ROAD HOLLISTON, MA01746 Executive Vice President Signatures /s/ Chad Porter, by power of attorney 11/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a deferred stock award of 39,286 restricted stock units with performance based vesting conditions. These restricted stock units shallvest in equal installments on October 31, 2020, 2021 and 2022, and are linked to the achievement of a relative total shareholder return of theIssuer's common stock from October 31, 2019 to the earlier of (i) October 31, 2020 or (ii) upon a change of control (measured relative to theNASDAQ Biotechnology index and based on the 20-day trading average price before each such date, or with respect to a change of control, the per share purchase price in the change of control). The target number of these restrictedstock units that may be earned is reported above; the maximum amount is 150% of the number reported. ( 2 )Includes the award described in footnote (1) above. ( 3 )The options vest in four equal installments on October 31, 2020, 2021, 2022 and 2023.

Remarks: This form has been signed under power of attorney.

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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