SEC Form 4 · accession 0001209191-18-044542
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 27, 2018
Accepted (ET)
Jul 31, 2018 · 4:08 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 27, 2018 | M | 30,000 | $4.31 | A | 404,315 | D | |
| Common StockF4 | Jul 27, 2018 | M | 20,000 | $4.12 | A | 424,315 | D | |
| Common StockF5,F6 | Jul 27, 2018 | S | 62,514 | $5.54 | D | 361,801 | 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)F7 | $4.31 | Jul 27, 2018 | M | 30,000 | D | — | Nov 18, 2023 | Common Stock, par value $0.01 per share | 60,000 | 30,000 | D |
| Stock option (right to buy)F8 | $4.12 | Jul 27, 2018 | M | 20,000 | D | — | May 30, 2024 | Common Stock, par value $0.01 per share | 40,000 | 20,000 | 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.
- 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) 55,029 shares of common stock held by the Reporting Person.
- F4Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 75,029 shares of common stock held by the Reporting Person.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.50 to $5.70, 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 (5).
- F6Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 12,515 shares of common stock held by the Reporting Person.
- F7The option vested in four equal annual installments on each of November 18, 2014, 2015, 2016 and 2017.
- F8The option vested in four equal annual installments on each of January 1, 2015, 2016, 2017 and 2018.
Remarks
This form has been signed under power of attorney.