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: Gagnon Robert E. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-24	Common Stock	A	40000	$0.00	Acquired	371857	Direct
2018-05-24	Common Stock	A	40000	$0.00	Acquired	411857	Direct

Footnotes

F1: Represents a deferred stock award of 40,000 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 40,000 restricted stock units which vest in four equal installments on January 1, 2019, 2020, 2021 and 2022; (b) a deferred stock award of 81,522 restricted stock units which shall vest in three equal installments on January 1, 2019, 2020 and 2021; (c) a deferred stock award of 108,696 restricted stock units which shall vest in full on May 25, 2019; (d) a deferred stock award of 44,326 restricted stock units which shall vest in two equal installments on January 1, 2019 and 2020; (e) a deferred stock award of 6,625 restricted stock units which shall vest in full on January 1, 2019; (f) a deferred stock award of 28,117 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 (g) 62,571 shares of common stock held by the Reporting Person.

F3: Represents a deferred stock award of 40,000 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 40,000 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 the Reporting Person as described in footnote 2 above.