SEC Form 4 · accession 0001209191-18-046028
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
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 4:20 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 | Aug 7, 2018 | M | 30,000 | $4.31 | A | 391,801 | D | |
| Common StockF4 | Aug 7, 2018 | M | 20,000 | $4.12 | A | 411,801 | D | |
| Common StockF5 | Aug 7, 2018 | M | 37,500 | $5.56 | A | 449,301 | D | |
| Common StockF6,F7 | Aug 7, 2018 | S | 100,015 | $6.08 | D | 349,286 | 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)F8 | $4.31 | Aug 7, 2018 | M | 30,000 | D | — | Nov 18, 2023 | Common Stock, par value $0.01 per share | 30,000 | 0 | D |
| Stock option (right to buy)F9 | $4.12 | Aug 7, 2018 | M | 20,000 | D | — | May 30, 2024 | Common Stock, par value $0.01 per share | 20,000 | 0 | D |
| Stock option (right to buy)F10 | $5.56 | Aug 7, 2018 | M | 37,500 | D | — | Jun 4, 2025 | Common Stock, par value $0.01 per share | 50,000 | 12,500 | 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.
- F10The option vested in four equal annual installments on each of January 1, 2016, 2017, 2018 and 2019.
- 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) 42,515 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 62,515 shares of common stock held by the Reporting Person.
- F5Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above plus 100,015 shares of common stock held by the Reporting Person.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.05 to $6.23, 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 (6).
- F7Includes the awards referenced in clauses (a) through (g) of footnotes (2) and (3) above.
- F8The option vested in four equal annual installments on each of November 18, 2014, 2015, 2016 and 2017.
- F9The 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.