HARVARD BIOSCIENCE INC

Major Shareholding Notification • Jul 3, 2019

SC 13G/A 1 hbio-sc13ga_062819.htm AMENDMENT TO FORM SC 13G Field: Rule-Page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934*

| Harvard
Bioscience, Inc. |
| --- |
| (Name
of Issuer) Common
Stock, $0.01 par value |
| (Title
of Class of Securities) 416906105 |
| (CUSIP
Number) June
28, 2019 |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| ☒ | Rule
13d-1(b) |
| --- | --- |
| ☒ | Rule
13d-1(c) |
| ☐ | Rule
13d-1(d) |

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No . 416906105 Page 2 of 9

| 1 | NAME
OF REPORTING PERSONS First Light Focus Fund, LP I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 47-4771203 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 588,148 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 588,148 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,148 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.56% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

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CUSIP No . 416906105 Page 3 of 9

| 1 | NAME
OF REPORTING PERSONS First Light Focus Fund GP, LLC I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 35-2538554 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 588,148 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 588,148 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 588,148 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.56% | |
| 12 | TYPE
OF REPORTING PERSON HC | |

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CUSIP No . 416906105 Page 4 of 9

| 1 | NAME
OF REPORTING PERSONS First Light Asset Management, LLC I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 46-3521994 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 558,148 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 558,148 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 558,148 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.56% | |
| 12 | TYPE
OF REPORTING PERSON IA | |

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| CUSIP
No . — 1 | NAME
OF REPORTING PERSONS Mathew P. Arens I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
State of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 45,185 |
| | 6 | SHARED
VOTING POWER 558,148 |
| | 7 | SOLE
DISPOSITIVE POWER 45,185 |
| | 8 | SHARED
DISPOSITIVE POWER 558,148 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,333 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.68% | |
| 12 | TYPE
OF REPORTING PERSON HC,
IN | |

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CUSIP No . 416906105 Page 6 of 9

| Item
1(a). | | Name
of Issuer: | |
| --- | --- | --- | --- |
| | | Harvard
Bioscience, Inc. | |
| Item
1(b). | | Address
of Issuer’s Principal Executive Offices: | |
| | | 84
October Hill Road, Hollisten, MA 01746 | |
| Item
2(a). | | Name
of Person Filing: | |
| | | This
Schedule 13G/A is being jointly filed by the following: First
Light Focus Fund, LP (the “Fund”) First
Light Focus Fund GP, LLC (the “General Partner”) First
Light Asset Management, LLC (the “Manager”) Mathew
P. Arens (“Mr. Arens”) | |
| | | The
Manager may be deemed to be the beneficial owner of 558,148 of the Issuer’s shares of common stock (the “Shares”)
by virtue of the fact that it acts as an investment adviser to certain persons holding separately managed accounts with
the Manager, each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, those shares. Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls
the Manager in his position as managing member and majority owner of the Manager. The Manager and Mr. Arens are filing
this Schedule 13G/A with respect to these Shares pursuant to Rule 13d-1(b) under the Act. The
Fund is the direct holder of 558,148 of the Shares. The General Partner may be deemed to be a beneficial owner of these
Shares because it is the sole general partner of the Fund. The Manager may be deemed to be a beneficial owner of these
Shares because it acts as investment adviser to the Fund. Mr. Arens may also be deemed to be the beneficial owner of these
Shares because he controls the Manager in his position as the managing member and majority owner of the Manager. Mr. Arens
also directly holds 34,350 Shares in an individual capacity with sole control and 10,835 Shares held in a joint spousal
account over which he shares control. The Fund, the General Partner, the Manager and Mr. Arens are filing this Schedule
13G/A with respect to these Shares pursuant to Rule 13d-1(c) under the Act. Each
of the Fund, the General Partner, the Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount
of Shares set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G shall not
be construed as an admission that the reporting persons or any of their affiliates are the beneficial owner of any securities
covered by this Schedule 13G for any other purposes other than Section 13(d) of the Securities Exchange Act of 1934. | |
| Item
2(b). | | Address
of Principal Business Office or, if None, Residence: | |
| | | Each
of the reporting persons identified in Item 2(a) has its principal business office at: 3300
Edinborough Way, Suite 201, Edina, MN 55435 | |
| Item
2(c). | | Citizenship: | |
| | | First
Light Focus Fund, LP – Delaware limited partnership First
Light Focus Fund GP, LLC – Delaware limited liability company First
Light Asset Management, LLC – Delaware limited liability company Mathew
P. Arens – United States citizen | |
| Item
2(d). | | Title
of Class of Securities: | |
| | | Common
Stock, $0.01 par value | |
| Item
2(e). | | CUSIP
Number: | |
| | | 416906105 | |
| Item
3. | If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | | |
| | (a) | ☐ | Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| | (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | (e) | ☒ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |

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| CUSIP
No . | (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| --- | --- | --- | --- |
| | (g) | ☒ | A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
| | (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3); |
| | (j) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item
4. | Ownership. | | |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. | | |
| | (a) | Amount
beneficially owned: | |
| | | First
Light Focus Fund, LP – 588,148 First
Light Focus Fund GP, LLC – 588,148 First
Light Asset Management, LLC – 588,148 Mathew
P. Arens – 633,333 | |
| | (b) | Percent
of class: | |
| | | First
Light Focus Fund, LP – 1.56% First
Light Focus Fund GP, LLC – 1.56% First
Light Asset Management, LLC – 1.56% Mathew
P. Arens – 1.68% | |
| | (c) | Number
of shares as to which such person has: | |
| | | (i) | Sole
power to vote or to direct the vote |
| | | | First
Light Focus Fund, LP – 0 First
Light Focus Fund GP, LLC – 0 First
Light Asset Management, LLC – 0 Mathew
P. Arens – 45,185 |
| | | (ii) | Shared
power to vote or to direct the vote |
| | | | First
Light Focus Fund, LP – 588,148 First
Light Focus Fund GP, LLC – 588,148 First
Light Asset Management, LLC – 588,148 Mathew
P. Arens – 633,333 |
| | | (iii) | Sole
power to dispose or to direct the disposition of |
| | | | First
Light Focus Fund, LP – 0 First
Light Focus Fund GP, LLC – 0 First
Light Asset Management, LLC – 0 Mathew
P. Arens – 45,185 |
| | | (iv) | Shared
power to dispose or to direct the disposition of |
| | | | First
Light Focus Fund, LP – 588,148 First
Light Focus Fund GP, LLC – 588,148 First
Light Asset Management, LLC – 588,148 Mathew
P. Arens – 633,333 |

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CUSIP No . 416906105 Page 8 of 9

| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒ |
| Item 6. | Ownership of
More than Five Percent on Behalf of Another Person. |
| | Not applicable |
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| | Not applicable |
| Item 8. | Identification
and Classification of Members of the Group. |
| | Not applicable |
| Item 9. | Notice of Dissolution
of Group. |
| | Not applicable |
| Item 10. | Certification. |

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| FIRST
LIGHT FOCUS FUND, LP Date: July
3, 2019 | |
| --- | --- |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| FIRST
LIGHT FOCUS FUND GP, LLC Date: July
3, 2019 | |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| FIRST
LIGHT ASSET MANAGEMENT, LLC Date: July
3, 2019 | |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| Date: July
3, 2019 | |
| Signature: | /s/
Mathew P. Arens |
| Name: | Mathew P. Arens |

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CUSIP No . 416906105 Page 9 of 9

Exhibit A

JOINT FILING AGREEMENT

The Undersigned agree that the statement on Schedule 13G/A with respect to the common stock of Harvard Bioscience, Inc., dated as of July 3, 2019, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

| FIRST
LIGHT FOCUS FUND, LP | |
| --- | --- |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| FIRST
LIGHT FOCUS FUND GP, LLC | |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| FIRST
LIGHT ASSET MANAGEMENT, LLC | |
| By: | /s/
Jin K. Lien |
| Name: | Jin K. Lien |
| Title: | Chief Compliance
Officer |
| Signature: | /s/
Mathew P. Arens |
| Name: | Mathew P. Arens |

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