SEC Form 4 · accession 0001209191-18-042413
HARVARD BIOSCIENCE INC · HBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E. Gagnon
Officer — Chief Financial Officer
Period of report
Jul 9, 2018
Accepted (ET)
Jul 11, 2018 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001123494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jul 9, 2018 | M | 14,200 | $4.31 | A | 426,057 | D | |
| Common StockF4,F5 | Jul 9, 2018 | S | 14,200 | $5.41 | D | 411,857 | D | |
| Common StockF6 | Jul 10, 2018 | M | 13,700 | $4.31 | A | 425,557 | D | |
| Common StockF7,F8 | Jul 10, 2018 | S | 13,700 | $5.38 | D | 411,857 | D | |
| Common StockF9 | Jul 11, 2018 | M | 62,100 | $4.31 | A | 473,957 | D | |
| Common StockF10 | Jul 11, 2018 | M | 54,172 | $4.12 | A | 528,129 | D | |
| Common StockF11,F12 | Jul 11, 2018 | S | 141,300 | $5.23 | D | 386,829 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy)F13 | $4.31 | Jul 9, 2018 | M | 14,200 | D | — | Nov 18, 2023 | Common Stock, par value $0.01 per share | 150,000 | 135,800 | D |
| Stock option (right to buy)F13 | $4.31 | Jul 10, 2018 | M | 13,700 | D | — | Nov 18, 2023 | Common Stock, par value $0.01 per share | 135,800 | 122,100 | D |
| stock option (right to buy)F13 | $4.31 | Jul 11, 2018 | M | 62,100 | D | — | Nov 18, 2023 | Common Stock, par value $0.01 per share | 122,100 | 60,000 | D |
| Stock option (right to buy)F14 | $4.12 | Jul 11, 2018 | M | 54,172 | D | — | May 30, 2024 | Common Stock, par value $0.01 per share | 100,000 | 45,828 | D |
Explanation of responses
- F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F10Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 178,843 shares of common stock held by the Reporting Person.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.20 to $5.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (11).
- F12Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 37,543 shares of common stock held by the Reporting Person.
- F13The option vested in four equal annual installments on each of November 18, 2014, 2015, 2016 and 2017.
- F14The option vested in four equal annual installments on each of January 1, 2015, 2016, 2017 and 2018.
- F2Includes (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; (b) a deferred stock award of 40,000 restricted stock units which vest in four equal installments on January 1, 2019, 2020, 2021 and 2022; (c) a deferred stock award of 81,522 restricted stock units which shall vest in three equal installments on January 1, 2019, 2020 and 2021; (d) a deferred stock award of 108,696 restricted stock units which shall vest in full on May 25, 2019; (e) a deferred stock award of 44,326 restricted stock units which shall vest in two equal installments on January 1, 2019 and 2020; (continued in footnote 3 below)
- F3(continuation of footnote 2 above) (f) a deferred stock award of 6,625 restricted stock units which shall vest in full on January 1, 2019; (g) 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 (h) 76,771 shares of common stock held by the Reporting Person.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.40 to $5.55, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4).
- F5Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 62,571 shares of common stock held by the Reporting Person.
- F6Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 76,271 shares of common stock held by the Reporting Person.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.275 to $5.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7).
- F8Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 62,571 shares of common stock held by the Reporting Person.
- F9Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 124,671 shares of common stock held by the Reporting Person.
Remarks
This form has been signed under power of attorney.