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 *
GREEN DAVID
  2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [HBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
84 OCTOBER HILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2015
(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 03/03/2015   M   23,351 A $ 4.04 917,772 (1) D  
Common Stock 03/03/2015   F   17,121 (2) D $ 5.51 900,651 (3) D  
Common Stock 03/03/2015   M   23,648 A $ 3.99 924,299 (4) D  
Common Stock 03/03/2015   F   17,124 (2) D $ 5.51 907,175 (5) D  
Common Stock 03/03/2015   M   98,894 A $ 1.43 1,006,069 (6) D  
Common Stock 03/03/2015   F   49,502 (2) D $ 5.51 956,567 (7) D  
Common Stock 03/03/2015   M   41,646 A $ 2.28 998,213 (8) D  
Common Stock 03/03/2015   F   17,233 (2) D $ 5.51 980,980 (9) D  
Common Stock 03/03/2015   M   485,469 A $ 2.28 1,466,449 (10) D  
Common Stock 03/03/2015   F   294,523 (2) D $ 5.51 1,171,926 (11) D  
Common Stock 03/03/2015   M   239,799 A $ 3.99 1,411,725 (12) D  
Common Stock 03/03/2015   F   195,180 (2) D $ 5.51 1,216,545 (13) D  
Common Stock               300,000 I David Green 2013 Annuity Trust

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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) $ 4.04 03/03/2015   M     23,351 (14) 01/01/2014 06/02/2021 Common Stock, par value $0.01 per share 23,351 $ 0 23,351 D  
Stock option (right to buy) $ 3.99 03/03/2015   M     23,648 (14) 01/01/2011 05/01/2017 Common Stock, par value $0.01 per share 23,648 $ 0 0 D  
Stock option (right to buy) $ 1.43 03/03/2015   M     98,894 (14) 01/01/2011 12/04/2018 Common Stock, par value $0.01 per share 98,894 $ 0 0 D  
Stock option (right to buy) $ 2.28 03/03/2015   M     41,646 (14) 01/01/2012 05/21/2019 Common Stock, par value $0.01 per share 41,646 $ 0 0 D  
Stock option (right to buy) $ 2.28 03/03/2015   M     485,469 (14) 01/01/2010 05/21/2019 Common Stock, par value $0.01 per share 485,469 $ 0 0 D  
Stock option (right to buy) $ 3.99 03/03/2015   M     239,799 (14) 01/01/2008 05/01/2017 Common Stock, par value $0.01 per share 239,799 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREEN DAVID
84 OCTOBER HILL ROAD
HOLLISTON, MA 01746
  X      

Signatures

 /s/ David Green   03/05/2015
**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 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 841,782 shares of common stock held by the Reporting Person.
(2) Represents the number of shares of common stock deemed to be owned by the Reporting Person in accordance with the Issuer's 2000 Stock Option and Incentive Plan, as amended, in connection with the payment of the option exercise price and related withholding taxes. With respect to each option exercise, the Issuer only delivered the net amount of the option shares to the Reporting Person. Shares of common stock in connection with the payment of the option exercise price and related withholding taxes were not sold by the Reporting Person or delivered to the Issuer. Nevertheless, the SEC deems such net exercise to be a disposition of shares for purposes of Section 16(a) of the Securities Exchange Act of 1934.
(3) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 824,661 shares of common stock held by the Reporting Person.
(4) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 848,309 shares of common stock held by the Reporting Person.
(5) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 831,185 shares of common stock held by the Reporting Person.
(6) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 930,079 shares of common stock held by the Reporting Person.
(7) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 880,577 shares of common stock held by the Reporting Person.
(8) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 922,223 shares of common stock held by the Reporting Person.
(9) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 904,990 shares of common stock held by the Reporting Person.
(10) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 1,390,459 shares of common stock held by the Reporting Person.
(11) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 1,095,936 shares of common stock held by the Reporting Person.
(12) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 1,335,735 shares of common stock held by the Reporting Person.
(13) Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 29,215 restricted stock units which vest on January 1, 2016; (c) a deferred stock award of 27,375 restricted stock units which vest in equal installments on January 1, 2016 and January 1, 2017; and (d) 1,140,555 shares of common stock held by the Reporting Person.
(14) Represent the exercise of stock options granted pursuant to the Issuer's 2000 Stock Option and Incentive Plan, as amended.

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