HARVARD BIOSCIENCE INC

Major Shareholding Notification • Feb 14, 2024

SC 13G/A 1 fp0086898-12_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 2)*

Harvard Bioscience Inc.

(Name of Issuer)

Common

(Title of Class of Securities)

416906105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

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

[X] 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 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 13G Page 2 of 5 Pages

| 1 | NAMES
OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 82-0566501 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
[ ] (b)
[ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Minnesota | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 2,918,034 |
| --- | --- |
| 6 | SHARED
VOTING POWER 0 |
| 7 | SOLE
DISPOSITIVE POWER 2,918,034 |
| 8 | SHARED
DISPOSITIVE POWER 0 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,918,034 | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.80% | |
| 12 | TYPE
OF REPORTING PERSON 1A | |

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CUSIP NO. 416906105 13G Page 3 of 5 Pages

ITEM 1. (a)

Harvard Bioscience Inc.

(b) Address of Issuer’s Principal Executive Offices:

84 October Hill rd.

Holliston, MA 01746

ITEM 2. (a)

Punch & Associates Investment Management, Inc.

(b) Address of Principal Business Office or, if None, Residence:

7701 France Ave. So., Suite 300

Edina, MN 55435

(c) Citizenship:

Minnesota

(d) Title of Class of Securities:

Common

(e) CUSIP Number:

416906105

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

| (a) | [ ] | Broker
or dealer registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | [ ] | Bank
as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | [ ] | Insurance
company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | [ ] | Investment
company registered under Section 8 of the Investment Company Act. |
| (e | [X] | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | [ ] | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | [ ] | Group,
in accordance with Rule 13d-1(b)(1)(ii)(J). |

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CUSIP NO. 416906105 13G Page 4 of 5 Pages

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: | | 2,918,034 |
| --- | --- | --- | --- |
| (b) | Percent
of class: | | 6.80% |
| (c) | Number
of shares as to which the person has: | | |
| | (i) | Sole
power to vote or to direct the vote: | 2,918,034 |
| | (ii) | Shared
power to vote or to direct the vote: | 0 |
| | (iii) | Sole
power to dispose or to direct the disposition of: | 2,918,034 |
| | (iv) | Shared
power to dispose or to direct the disposition of: | 0 |

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

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CUSIP NO. 416906105 13G Page 5 of 5 Pages

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.

Signature

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.

| Punch
& Associates Investment Management, Inc. | |
| --- | --- |
| By: | /s/
Howard D. Punch, Jr. |
| Name: | Howard
D. Punch, Jr. |
| Title: | President |
| Date: | January 18, 2024 |

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