Sec Form 4 Filing - Olson Kenneth Fletcher @ HARVARD BIOSCIENCE INC - 2020-06-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Olson Kenneth Fletcher 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) Vice President (Last) (First) (Middle) C/O HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2020 (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 06/11/2020 A 36,756 ( 1 ) A $ 0 53,705 ( 2 ) D Common Stock 06/11/2020 A 36,756 ( 3 ) A $ 0 90,461 ( 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 (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) $ 2.63 06/11/2020 A 79,235 ( 5 ) 06/11/2027 Common Stock 79,235 $ 0 79,235 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Olson Kenneth Fletcher C/O HARVARD BIOSCIENCE, INC. 84 OCTOBER HILL ROAD HOLLISTON, MA01746 Vice President Signatures /s/ David Sirois, by power of attorney 06/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of 36,756 restricted stock units that will vest in four equal installments on December 31, 2020, 2021, 2022 and 2023. ( 2 )Includes (a) the award described in footnote (1) above, and (b) 16,949 restricted stock units with performance based vesting conditions tied to relative total shareholder return. ( 3 )Represents an award of 36,756 restricted stock units with performance based vesting conditions. These restricted stock units will 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 and based on the 20-day trading average price before each such date). The target number of these restricted stock units that may be earned is reported above; the maximum amount is 150% of the number reported. ( 4 )Includes (a) the shares and awards described in footnote (2) above, and (b) the award described in footnote (3) above. ( 5 )The options vest in four equal installments on December 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).

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.