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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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 __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 84 OCTOBER HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2012 (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 12/17/2012   M   17,908 A $ 3.16 1,603,195 D   Common Stock 12/17/2012   S   17,908 D $ 4.1025 (1) 1,585,287 D   Common Stock 12/18/2012   M   45,946 A $ 3.16 1,631,233 D   Common Stock 12/18/2012   S   14,300 D $ 4.0792 (2) 1,616,933 (3) D

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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

Stock Option (right to buy)

$ 3.16

12/17/2012

M

17,908 (4)

01/01/2004

04/08/2013

Common Stock, par value $0.01 per share

17,908

$ 3.16

182,092

D

Stock Option (right to buy)

$ 3.16

12/18/2012

M

45,946 (4)

01/01/2004

04/08/2013

Common Stock, par value $0.01 per share

45,946

$ 3.16

136,146

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREEN DAVID 84 OCTOBER HILL ROAD HOLLISTON, MA 01746	X		President

Signatures

Thomas McNaughton		12/19/2012
**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)	Reflects the weighted average price of the shares sold in the reported transaction. These shares were sold in multiple transactions at prices ranging from $4.1000 to $4.1674, inclusive. The reporting person undertakes to provide to Harvard Bioscience, Inc., any security holder of Harvard Bioscience, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2)	Reflects the weighted average price of the shares sold in the reported transaction. These shares were sold in multiple transactions at prices ranging from $4.01 to $4.14, inclusive. The reporting person undertakes to provide to Harvard Bioscience, Inc., any security holder of Harvard Bioscience, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)	Includes (a) a deferred stock award of 66,800 restricted stock units which vest in equal installments on Jan 1, 2013 and Jan 1, 2014; (b) a deferred stock award of 40,312 restricted stock units which vest in equal installments on Jan 1, 2013, Jan 1, 2014 and Jan 1, 2015; (c) a deferred stock award of 88,737 restricted stock units which vest in equal installments on Jan 1, 2013, Jan 1, 2014, Jan 1, 2015 and Jan 1, 2016; and (d) 1,421,084 shares of common stock held by Mr. Green.
(4)	Represents exercise of stock options granted pursuant to the Issuer's 2000 Stock Option and Incentive Plan.
Remarks: This form has been signed under power of attorney.

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