UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
SCHEDULE13G
Underthe Securities Exchange Act of 1934
(AmendmentNo. )*
HARVARDBIOSCIENCE, INC.
(Nameof Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
416906105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Checkthe appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☒ Rule13d-1(b)
☐ Rule13d-1(c)
☐ Rule13d-1(d)
*Theremainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subjectclass of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior coverpage.
Theinformation required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Actbut shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 416906105 |
| (1) Names of Reporting Persons |
| | Harvey Partners, LLC | |
| (2) Check the Appropriate Box if a Member of a Group | (a) ☐ |
| | (b) ☐ |
| (3) SEC Use Only |
| (4) Citizenship or Place of Organization |
| | Delaware, United States | |
| Number of Shares Beneficially Owned By Each Reporting Person With: |
| | (5) Sole Voting Power: | 2,720,733* | |
| | (6) Shared Voting Power: | 0* | |
| | (7) Sole Dispositive Power: | 2,911,500* | |
| | (8) Shared Dispositive Power: | 0* | |
| (9) Aggregate Amount Beneficially Owned by Each Reporting Person |
| | 2,911,500* |
| (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| | ☐ |
| (11) Percent of Class Represented by Amount in Row (9) |
| | 7.0%* |
| (12) Type of Reporting Person (See Instructions) |
| | IA |
*See Item 4 for additional information.
| Item 1(a). | Name Of Issuer. |
HarvardBioscience, Inc. (the “Company”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
84October Hill Road
Holliston,Massachusetts 01746
| Item 2(a). | Name of Person Filing. |
Thisreport on Schedule 13G is being filed by Harvey Partners, LLC, a Delaware limited liability company (the “Reporting Person”).
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
120White Plains Road
Suite430
Tarrytown,NY 10591
HarveyPartners, LLC, a Delaware limited liability company.
| Item 2(d). | Title of Class of Securities. |
CommonStock, $0.01 par value (the “Common Stock”)
416906105
| Item 3. | 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: |
NotApplicable.
| | (a) Amount Beneficially Owned: | 2,911,500* | |
| | (b) Percent of Class: | 7.0%* | |
| | (c) Number of Shares as to which such person has: | | |
| | (i) sole power to vote or to direct the vote: | 2,720,733* | |
| | (ii) shared power to vote or to direct the vote: | 0* | |
| | (iii) sole power to dispose or to direct the disposition of: | 2,911,500* | |
| | (iv) shared power to dispose or to direct the disposition of: | 0* | |
*Based on the information set forth in the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commissionon November 9, 2022, there were 41,657,688 shares of the Company’s Common Stock outstanding as of October 31, 2022. As of December31, 2022, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 369,717 shares of Common Stock andHarvey Master Fund, L.P., a Cayman Islands exempted limited partnership (“Master Fund”), held 268,483 shares of Common Stock.The Reporting Person is the investment manager of SMidCap Fund and Master Fund, and as such, possesses the sole power to vote and thesole power to direct the disposition of all securities of the Company held by SMidCap Fund and Master Fund. As of December 31, 2022,the Reporting Person held 2,273,300 shares of Common Stock in managed accounts. James A. Schwartz and Jeffrey C. Moskowitz, the ManagingMembers of the Reporting Person, share voting and investment power with respect to all securities beneficially owned by the ReportingPerson. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own 2,911,500shares of Common Stock, or 7.0% of the Common Stock deemed issued and outstanding as of December 31, 2022.
Asof December 31, 2022, the Reporting Person is deemed to have sole dispositive authority over 2,911,500 shares of Common Stock and solevoting authority over 2,720,733 shares of Common Stock but does not have voting authority over 190,767 shares of Common Stock held inmanaged accounts.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Ifthis statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more thanfive percent of the class of securities, check the following: [ ]
| Item 6. | Ownership of More Than Five Percent on Behalf of AnotherPerson. |
NotApplicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
NotApplicable.
| Item 8. | Identification and Classification of Members of the Group. |
NotApplicable.
| Item 9. | Notice of Dissolution of Group. |
NotApplicable.
By signing below I certifythat, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of businessand were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer ofthe securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose oreffect.
SIGNATURE
Afterreasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, completeand correct.
| | Dated: February 14, 2023 |
| | | |
| | HARVEY PARTNERS, LLC |
| | | |
| | By: | /s/ Jeffrey C. Moskowitz |
| | Name: | Jeffrey C. Moskowitz |
| | Title: | Managing Member |
Attention:Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
