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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option (right to buy) | $ 4.31 | 11/01/2013 | J | 277 (2) | (4) | 05/25/2016 | Common Stock, par value $0.01 per share | 277 | $ 0 | 277 | D | ||||
Stock option (right to buy) | $ 4.75 | 11/01/2013 | J | 139 (2) | (5) | 06/04/2014 | Common Stock, par value $0.01 per share | 139 | $ 0 | 139 | D | ||||
Stock option (right to buy) | $ 3.08 | 11/01/2013 | J | 1,109 (2) | (6) | 05/26/2015 | Common Stock, par value $0.01 per share | 1,109 | $ 0 | 1,109 | D | ||||
Stock option (right to buy) | $ 5.31 | 11/01/2013 | J | 279 (2) | (7) | 05/24/2017 | Common Stock, par value $0.01 per share | 279 | $ 0 | 279 | D | ||||
Stock option (right to buy) | $ 4.89 | 11/01/2013 | J | 277 (2) | (8) | 05/22/2018 | Common Stock, par value $0.01 per share | 277 | $ 0 | 277 | D | ||||
Stock option (right to buy) | $ 3.27 | 11/01/2013 | J | 999 (2) | (9) | 05/21/2019 | Common Stock, par value $0.01 per share | 999 | $ 0 | 999 | D | ||||
Stock option (right to buy) | $ 3.71 | 11/01/2013 | J | 950 (2) | (10) | 06/04/2020 | Common Stock, par value $0.01 per share | 950 | $ 0 | 950 | D | ||||
Stock option (right to buy) | $ 5.79 | 11/01/2013 | J | 997 (2) | (11) | 06/02/2021 | Common Stock, par value $0.01 per share | 997 | $ 0 | 997 | D | ||||
Stock option (right to buy) | $ 3.67 | 11/01/2013 | J | 893 (2) | (12) | 06/01/2022 | Common Stock, par value $0.01 per share | 893 | $ 0 | 893 | D | ||||
Stock option (right to buy) | $ 5.22 | 11/01/2013 | J | 631 (2) | (13) | 05/31/2023 | Common Stock, par value $0.01 per share | 631 | $ 0 | 631 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KENNEDY JOHN F C/O HARVARD APPARATUS REGENERATIVE TECH. 84 OCTOBER HILL ROAD HOLLISTON, MA 01746 |
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/s/ John F. Kennedy | 11/05/2013 | |
**Signature of Reporting Person | Date |
* | 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) | Reflects the shares of the Issuer's common stock issued to the reporting person from Harvard Bioscience, Inc. pursuant to the common stock dividend distributed by Harvard Bioscience on November 1, 2013 to effectuate its spin-off of the Issuer. The Reporting Person was entitled to receive the dividend of the Issuer's common stock from Harvard Bioscience because Reporting Person held 7,801 shares of common stock of Harvard Bioscience on the record date for the spin-off, being October 21, 2013. Each holder of record was entitled to receive one share of the Issuer's common stock for every four shares of Harvard Bioscience common stock owned by such holder on such record date. |
(2) | These options and restricted stock units were acquired by the Reporting Person in connection with the adjustment to the existing options and restricted stock units held by the Reporting Person and issued by Harvard Bioscience, Inc. These issuances by the Issuer to the Reporting Person were required in connection with the spin-off of the Issuer by Harvard Bioscience. The share amounts and exercise prices of these options and restricted stock units issued by the Issuer were set in a manner to ensure the intrinsic value held by the Reporting Person pertaining to the existing awards issued by Harvard Bioscience was maintained immediately following the spin-off. In addition to these grants by the Issuer, to maintain such intrinsic value, adjustments to the existing equity awards issued by Harvard Bioscience were also made in favor of the Reporting Person. |
(3) | Includes (a) a deferred stock award of 309 restricted stock units which shall fully vest on May 31, 2014; and (b) a deferred stock award of 326 restricted stock units which vest in equal installments on June 1, 2014 and June 1, 2015; and (c) 1,950 shares of common stock held by the Reporting Person. |
(4) | The option shares vested in three equal installments on May 25, 2007, 2008 and 2009. |
(5) | The option shares vested in three equal installments on June 4, 2005, 2006 and 2007. |
(6) | The option shares vested in three equal installments on May 26, 2006, 2007 and 2008. |
(7) | The option shares vested in three equal installments on May 24, 2008, 2009 and 2010. |
(8) | The option shares vested in three equal installments on May 22, 2009, 2010 and 2011. |
(9) | The option shares vested in three equal installments on May 21, 2010, 2011 and 2012. |
(10) | The option shares vested in three equal installments on June 4, 2011, 2012 and 2013. |
(11) | The option shares vest in three equal installments on June 2, 2012, 2013 and 2014. |
(12) | The option shares vest in three equal installments on June 1, 2013, 2014 and 2015. |
(13) | The options shall fully vest on May 31, 2014. |
Remarks: This form has been signed under power of attorney. |