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 *
KENNEDY JOHN F
   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)
C/O HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/17/2018
(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 05/17/2018   D   1,650 (1) D $ 0 308,080 (2) D  
Common Stock 06/01/2018   A   2,400 (3) A $ 0 310,480 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KENNEDY JOHN F
C/O HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD
HOLLISTON, MA 01746		   X      

Signatures

 /s/ Chad Porter, by power of attorney   06/05/2018
**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) The subject restricted stock units were granted to the reporting person on January 1, 2018 and were forfeited as a result of the reporting person no longer being the Chairman of the Compensation Committee of the Issuer.
(2) Includes (a) a deferred stock award of 18,100 restricted stock units which fully vest on the earlier of (i) the date of the Issuer's next Annual Meeting of Stockholders after May 17, 2018, immediately prior to the commencement of such meeting, and (ii) May 17, 2019; (b) a deferred stock award of 10,425 restricted stock units which vest quarterly in equal installments on June 30, 2018, September 30, 2018 and December 31, 2018; and (c) 279,555 shares of common stock held by the Reporting Person.
(3) Represents a deferred stock award of 2,400 restricted stock units which vest quarterly in equal installments on June 30, 2018, September 30, 2018 and December 31, 2018. This retainer award was granted in lieu and satisfaction of the annual cash retainer compensation to be earned by the director for his service on a committee of the Issuer's Board of Directors that the reporting person was appointed to following the 2018 Annual Meeting of Stockholders. The number of shares of common stock subject to such retainer award is equal to the amount of cash that would have been received had the applicable retainer all been paid in cash, divided by the average daily closing market price of the Issuer's common stock for the month of March, rounded to the nearest 100 shares.
(4) Includes (a) a deferred stock award of 2,400 restricted stock units which vest quarterly in equal installments on June 30, 2018, September 30, 2018 and December 31, 2018 as described in footnote 3 above; (b) a deferred stock award of 18,100 restricted stock units which fully vest on the earlier of (i) the date of the Issuer's next Annual Meeting of Stockholders after May 17, 2018, immediately prior to the commencement of such meeting, and (ii) May 17, 2019; (c) a deferred stock award of 10,425 restricted stock units which vest quarterly in equal installments on June 30, 2018, September 30, 2018 and December 31, 2018; and (d) 279,555 shares of common stock held by the Reporting Person.
 
Remarks:
This form has been signed under power of attorney.

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