HARVARD BIOSCIENCE INC — Director's Dealing 2018

May 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARVARD BIOSCIENCE INC (HBIO)
CIK: 0001123494
Period of Report: 2018-05-24

Reporting Person: Sun Yong (VP - Commercial Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-24	Common Stock	A	22500	$0.00	Acquired	227358	Direct
2018-05-24	Common Stock	A	22500	$0.00	Acquired	249858	Direct

Footnotes

F1: Represents a deferred stock award of 22,500 restricted stock units which shall vest in four equal installments on January 1, 2019, 2020, 2021 and 2022.

F2: Includes (a) a deferred stock award of 22,500 restricted stock units which shall vest in four equal installments on January 1, 2019, 2020, 2021 and 2022; (b) a deferred stock award of 81,847 restricted stock units which shall vest in three equal installments on January 1, 2019, 2020 and 2021; (c) a deferred stock award of 44,503 restricted stock units which shall vest in two equal installments on January 1, 2019 and 2020; (d) a deferred stock award of 4,306 restricted stock units which shall vest in full on January 1, 2019; (e) a deferred stock award of 14,058 restricted stock units with performance based vesting conditions, which shall vest on August 3, 2018 contingent upon achievement of a performance condition tied to relative total shareholder return; and (f) 60,144 shares of common stock held by the Reporting Person.

F3: Represents a deferred stock award of 22,500 restricted stock units with performance based vesting conditions. These restricted stock units shall vest in three equal annual installments on May 24, 2019, May 24, 2020 and May 24, 2021, and are linked to the achievement of a relative total shareholder return of the Issuer's common stock from May 24, 2018 to the earlier of (i) May 24, 2019 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.

F4: Includes (a) a deferred stock award of 22,500 restricted stock units with performance based vesting conditions, which shall vest in three equal installments on May 24, 2019, May 24, 2020 and May 24, 2021, contingent upon achievement of a performance condition tied to relative total shareholder return; and (b) all awards and common stock held by Reporting Person as described in footnote 2 above.