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COMMON STOCK, $0.01 PER SHARE PAR VALUE
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| (Title of Class of Securities) |
| 416906 10 5 |
| (CUSIP Number) |
| December 31, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
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CUSIP No. 416906 10 5
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1.
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Names of Reporting Persons:
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David Green
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only:
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4.
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Citizenship or Place of Organization:
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United Kingdom
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Number of
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5.
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Sole Voting Power:
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2,445,898
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Shares
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Beneficially
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6.
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Shared Voting Power:
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N/A
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Owned
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by Each
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7.
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Sole Dispositive Power:
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2,445,898
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Reporting
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Person With:
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8.
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Shared Dispositive Power:
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N/A
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 2,445,898
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
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11.
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Percent of Class Represented by Amount in Row (9): 7.26%
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12.
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Type of Reporting Person (See Instructions): IN
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ITEM 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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ITEM 4.
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Ownership*
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(a)
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Amount beneficially owned: 2,445,898
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(b)
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Percent of class: 7.26%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 2,445,898
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(ii)
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Shared power to vote to direct the vote: None
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(iii)
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Sole power to dispose or to direct the disposition of: 2,445,898
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(iv)
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Shared power to dispose or to direct the disposition of: None
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*
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The percent of class is based on 32,419,655 shares of common stock outstanding as of October 31, 2014, as reported by Harvard Bioscience, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014, plus the amounts described in clause (b) and (c) below. Includes (a) 1,154,336 shares of common stock beneficially owned by the Reporting Person on December 31, 2014, (b) 1,251,663 shares issuable to the Reporting Person with respect to options exercisable within sixty (60) days after December 31, 2014; and (c) 39,899 shares issuable to the reporting person within sixty (60) days after December 31, 2014 pertaining to portions of outstanding restricted stock units that vest on January 1, 2014 (net of tax withholdings).
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ITEM 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
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ITEM 6.
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Ownership of More than Five Percent on behalf of Another Person.
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Not applicable.
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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ITEM 8.
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Identification and Classification of Members of the Group
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Not applicable.
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ITEM 9.
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Notice of Dissolution of Group
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Not applicable.
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ITEM 10.
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Certification
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Not applicable.
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| /s/ David Green | |
| Signature | |
| David Green | |
| Name/Title | |