SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* LEWIS EARL R (Last) (First) (Middle) 87 PINCKNEY STREET (Street) BOSTON MA 02114 (City) (State) (Zip)	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)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2013
	4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	09/06/2013		M4	10,000	A	$3	161,455(1)	D
Common Stock	09/06/2013		M4	36,000	A	$3.18	161,455(1)	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$3	09/06/2013		4M		10,000(2)	01/01/2006	05/26/2015	Common stock, par value $0.01 per share	10,000	$0	0	D
Stock option (right to buy)	$3.18	09/06/2013		4M		36,000(2)	05/21/2010	05/21/2019	Common stock, par value $0.01 per share	36,000	$0	0	D

Explanation of Responses:

1. Based on holdings as of December 31, 2013, including these shares acquired as evidenced by the transactions reported on Table I of this Form 5 as well as transactions occuring thereafter on or prior to December 31, 2013, and includes (a) a deferred stock award of 7,777 restricted stock units which shall fully vest on May 31, 2014; (b) a deferred stock award of 7,377 restricted stock units which vest in equal installments on June 1, 2014 and June 1, 2015; and (c) 146,301 shares of common stock held by the Reporting Person.

2. Represents exercise of stock options granted pursuant to the Issuer's 2000 Stock Option and Incentive Plan.

Remarks:

This Form 5 is filed to disclose stock option exercises that were not previously reported on Form 4 and provide an updated aggregate amount of non-derivative securities held by the Reporting Person as of December 31, 2013. This form is filed under power of attorney.

	/s/ Earl Lewis	02/12/2014
	** 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).
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