SEC Form 4 · accession 0001209191-18-046059
HARVARD BIOSCIENCE INC · HBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Duchemin
Officer — Chief Executive Officer · Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 9, 2018 · 5:00 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 | 100,000 | $4.31 | A | 890,742 | D | |
| Common StockF4,F5 | Aug 7, 2018 | S | 100,000 | $6.07 | D | 790,742 | D | |
| Common StockF6 | Aug 8, 2018 | M | 5,500 | $4.31 | A | 796,242 | D | |
| Common StockF7,F5 | Aug 8, 2018 | S | 5,500 | $6.35 | D | 790,742 | D | |
| Common StockF8 | Aug 9, 2018 | M | 44,500 | $4.31 | A | 835,242 | D | |
| Common StockF9,F5 | Aug 9, 2018 | S | 44,500 | $6.41 | D | 790,742 | 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) | $4.31 | Aug 7, 2018 | M | 100,000 | D | Nov 18, 2016 | Nov 18, 2023 | Common Stock, par value $0.01 per share | 500,000 | 400,000 | D |
| Stock option (right to buy) | $4.31 | Aug 8, 2018 | M | 5,500 | D | Nov 18, 2016 | Nov 18, 2013 | Common Stock, par value $0.01 per share | 400,000 | 394,500 | D |
| Stock option (right to buy) | $4.31 | Aug 9, 2018 | M | 44,500 | D | Nov 18, 2016 | Nov 18, 2023 | Common Stock, par value $0.01 per share | 394,500 | 350,000 | D |
Explanation of responses
- F1The 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 94,444 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 94,444 restricted stock units which shall vest in four equal installments on January 1, 2019, 2020, 2021 and 2022; (c) a deferred stock award of 268,206 restricted stock units which shall vest in three equal installments on January 1, 2019, 2020 and 2021; (d) a deferred stock award of 145,833 restricted stock units which shall vest in two equal installments on January 1, 2019 and 2020; (e) a deferred stock award of 17,225 restricted stock units which shall vest in full on January 1, 2019; (continued in footnote 3 below)
- F3(continuation of footnote 3 above) (f) a deferred stock award of 71,748 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 (g) 198,842 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 $6.15 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 (4).
- F5Includes the awards referenced in clauses (a) through (f) of footnotes (2) and (3) above plus 98,842 shares of common stock held by the Reporting Person.
- F6Includes the awards referenced in clauses (a) through (f) of footnotes (2) and (3) above plus 104,342 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 $6.35 to $6.40, 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 (f) of footnotes (2) and (3) above plus 143,342 shares of common stock held by the Reporting Person.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.35 to $6.45, 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 (9).
Remarks
This form has been signed under power of attorney.