Sec Form 4 Filing - KENNEDY JOHN F @ 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

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1. Name and Address of Reporting Person KENNEDY JOHN F 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 _____ Officer (give title below) _____ Other (specify below) (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 D 3,534 ( 1 ) D $ 0 336,259 ( 2 ) D Common Stock 06/18/2020 A 28,100 ( 3 ) A $ 0 364,359 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KENNEDY JOHN F C/O HARVARD BIOSCIENCE, INC. 84 OCTOBER HILL ROAD HOLLISTON, MA01746 X Signatures /s/ David Sirois, by power of attorney 06/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 2, 2020, the Reporting Person received a retainer award of 24,200 restricted stock units of the Issuer, vesting in four equal installments on March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. 6,400 of the restricted stock units were granted in connection with the Reporting Person's serving as chair of the Issuer's Audit Committee. On June 11, 2020, the Reporting Person stepped down from serving as chair of the Audit Committee, remaining as a member. In accordance with the Issuer's non- employee director compensation policy, the Reporting Person forfeited 3,534 restricted stock units as a result of the committee change. ( 2 )Includes (a) a restricted stock unit award of 13,350 remaining unvested restricted stock units vesting in equal quarterly installments on June 30, 2020, September 30, 2020 and December 31, 2020, and (b) 322,909 shares of common stock held by the Reporting Person. ( 3 )Represents an award of 28,100 restricted stock units that fully vest on the earlier to occur of (i) the date of the Issuer's next Annual Meeting of Stockholders after June 11, 2020, immediately prior to the commencement of such meeting, and (ii) June 18, 2021. ( 4 )Includes (a) the shares and awards described in footnote (2) above, and (b) the award described in footnote (3) above.

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).

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