Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sun Yong
  2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [HBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP - Commercial Operations
(Last)
(First)
(Middle)
C/O HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018
(Street)

HOLLISTON, MA 01746
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/01/2018   M   50,000 A $ 4.31 299,858 (1) (2) D  
Common Stock 08/01/2018   F   41,054 (3) D $ 5.75 258,804 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Stock option (right to buy) $ 4.31 08/01/2018   M     50,000 (5)   (6) 11/18/2023 Common Stock, par value $0.01 per share 100,000 $ 0 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sun Yong
C/O HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MA 01746
      VP - Commercial Operations  

Signatures

 /s/ Chad Porter, by power of attorney   08/02/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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; (continued in footnote 2 below)
(2) (continuation of footnote 1 above) (f) 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 (g) 110,144 shares of common stock held by the Reporting Person.
(3) Represents the number of shares of common stock that the Reporting Person attested to the ownership thereof in accordance with the Issuer's Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended, in connection with the payment of the option exercise price and taxes. With respect to each option exercise, the Issuer only delivered the net amount of the option shares (after reducing the option shares by the amount of shares subject to such attestation) to the Reporting Person and such attestation shares were not sold by the Reporting Person or delivered to the Issuer. Nevertheless, the SEC deems such exercise and related attestation to be a disposition of shares for purposes of Section 16(a) of the Securities Exchange Act of 1934.
(4) Includes the awards referenced in clauses (a) through (f) of footnotes (1) and (2) above plus 69,090 shares of common stock held by the Reporting Person.
(5) Represent the exercise of stock options granted pursuant to the Issuer's 2000 Stock Option and Incentive Plan, as amended.
(6) The option vested in four equal installments on each of November 18, 2014, 2015, 2016 and 2017.
 
Remarks:
The form is signed under power of attorney.

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