Sec Form 4 Filing - Hippel James @ BIO-TECHNE Corp - 2018-08-07

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 Hippel James 2. Issuer Name and Ticker or Trading Symbol BIO-TECHNE Corp [ TECH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 614 MCKINLEY PLACE N.E. 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2018 (Street) MINNEAPOLIS, MN55413 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 08/07/2018 M 2,398 A $ 0 5,477 D Common Stock 08/07/2018 F 1,094 D $ 180.14 4,382 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 Restricted Stock Units ( 1 ) 08/07/2018 M 2,398 ( 2 ) ( 2 ) Common Stock 2,398 $ 0 602 D Restricted Stock Units ( 1 ) 08/07/2018 D 602 ( 2 ) ( 2 ) Common Stock 602 $ 0 0 D Stock Options (Right to buy) $ 108.49 08/07/2018 D 3,762 ( 3 ) 08/07/2022 Common Stock 3,762 $ 0 14,988 D Restricted Stock Units ( 1 ) 08/08/2018 A 3,383 ( 4 ) ( 4 ) Common Stock 3,383 $ 0 3,383 D Stock Options (Right to buy) $ 177.32 08/08/2018 A 24,089 ( 5 ) 08/08/2025 Common Stock 24,089 $ 0 24,089 D Stock Options (Right to buy) $ 177.32 08/08/2018 A 18,066 ( 4 ) 08/08/2025 Common Stock 18,066 $ 0 18,066 D Restricted Stock Units ( 1 ) ( 6 ) ( 6 ) Common Stock 4,438 4,438 D Restricted Stock Units ( 7 ) ( 8 ) ( 8 ) Common Stock 4,925 4,925 D Stock Option (Right to Buy) $ 106.59 ( 9 ) 08/18/2023 Common Stock 30,400 30,400 D Stock Option (Right to Buy) $ 94.35 ( 10 ) 08/12/2021 Common Stock 35,000 35,000 D Stock Option (Right to Buy) $ 86.25 ( 11 ) 04/01/2021 Common Stock 10,000 10,000 D Stock Options (Right to buy) $ 125.05 ( 6 ) 08/09/2024 Common Stock 24,460 24,460 D Stock Options (Right to buy) $ 125.05 ( 12 ) 08/09/2024 Common Stock 32,613 32,613 D Stock Options (Right to buy) $ 108.49 ( 13 ) 08/07/2022 Common Stock 25,000 25,000 D Stock Options (Right to buy) $ 106.59 ( 14 ) 08/18/2023 Common Stock 40,533 40,533 D Stock Options (Right to buy) $ 86.25 ( 11 ) 04/01/2021 Common Stock 25,000 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hippel James 614 MCKINLEY PLACE N.E. MINNEAPOLIS, MN55413 Chief Financial Officer Signatures /s/ Brenda S. Furlow, attorney in fact for James Hippel pursuant to Power of Attorney previously filed 08/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Bio-Techne common stock. ( 2 )On 8/7/2018, the Board of Directors authorized discretionary vesting for 2,398 performance RSUs. The remainder of the performance RSUs were forfeited. ( 3 )On 8/7/2018, the Board of Directors authorized discretionary vesting for 14,988 performance options. The remainder of the performance options were forfeited. ( 4 )Vests in full or in part on 8/8/2021 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). ( 5 )Vests 6,023 shares on 8/8/2019, 6,022 shares on each 8/8/2020, 8/8/2021, 8/8/2022 ( 6 )Vests in full or in part on 8/9/2020 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). ( 7 )Each restricted stock unit represents a contingent right to receive one share of Bio-Techne Corporation common stock. ( 8 )Vests in full or in part on 8/18/19 if certain performance goals are achieved (or such later date as performance is certified by the Administrator) ( 9 )Vests in full or in part on 8/18/19 if certain performance goals are achieved (or such later date as performance is certified by the Administrator). ( 10 )8,750 shares vest on each of 8/12/15, 8/12/16, 8/12/17 and 8/12/18. ( 11 )Fully exercisable ( 12 )Vests 8,153 shares each on 8/19/2018, 8/9/2019, 8/9/2020 and 8,154 on 8/9/2021 ( 13 )6,250 shares vest on each of 8/7/16, 8/7/17, 8/7/18 and 8/7/19. ( 14 )Vests 10,134 shares on 8/18/17, and 10,133 shares on each of 8/18/18, 8/18/19 and 8/18/20.

Remarks: Amount of Securities Beneficially Owned Following Reported Transaction was overstated by 1 share on previous filed Form 4

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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