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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

12/18/2014
(Street)

HOLLISTON, MA 01746
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/18/2014     S    17568   D $4.96   (1) 1169899   (2) D    
Common Stock   12/19/2014     S    54778   D $5.01   (3) 1115121   (4) D    
Common Stock   12/22/2014     S    7856   D $5.25   1107265   (5) D    
Common Stock                  300000   I   David Green 2013 Annuity Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  This transaction was executed in multiple trades at prices ranging from $4.95 to $4.97. The price reported above reflects the weighted average sale [or purchase] price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 2)  Includes (a) a deferred stock award of 19,400 restricted stock units which vest on May 30, 2015; (b) a deferred stock award of 17,697 restricted stock units which vest on January 1, 2015; (c) a deferred stock award of 58,430 restricted stock units which vest in equal installments on January 1, 2015 and January 1, 2016; (d) a deferred stock award of 41,062 restricted stock units which vest in equal installments on January 1, 2015, January 1, 2016, and January 1, 2017; and (e) 1,033,310 shares of common stock held by the Reporting Person.
( 3)  This transaction was executed in multiple trades at prices ranging from $4.95 to $5.05. The price reported above reflects the weighted average sale [or purchase] price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 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 17,697 restricted stock units which vest on January 1, 2015; (c) a deferred stock award of 58,430 restricted stock units which vest in equal installments on January 1, 2015 and January 1, 2016; (d) a deferred stock award of 41,062 restricted stock units which vest in equal installments on January 1, 2015, January 1, 2016, and January 1, 2017; and (e) 978,532 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 17,697 restricted stock units which vest on January 1, 2015; (c) a deferred stock award of 58,430 restricted stock units which vest in equal installments on January 1, 2015 and January 1, 2016; (d) a deferred stock award of 41,062 restricted stock units which vest in equal installments on January 1, 2015, January 1, 2016, and January 1, 2017; and (e) 970,676 shares of common stock held by the Reporting Person.

Remarks:
The reported sales were made pursuant to the terms of a 10b5-1 trading plan. This form has been signed under power of attorney.

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 12/22/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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