Harvard Apparatus Regenerative Technology (HRGN) Form 4 Harvard Apparatus Regenerative Technology / James E. Shmerling ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shmerling James E.

(Last) (First) (Middle)

C/O HREGEN

84 OCTOBER HILL ROAD, SUITE 11

(Street)

HOLLISTON MA 01746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Harvard Apparatus Regenerative Technology, Inc. [ HRGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2024

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 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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$2.92	06/27/2024		A		10,204		(1)	06/27/2034	Common Stock, par value $0.01 per share	10,204	$0	10,204	D
Stock Option (right to buy)	$2.92	06/27/2024		A		8,215		(2)	06/27/2034	Common Stock, par value $0.01 per share	8,215	$0	8,215	D

Explanation of Responses:

1. This Stock Option represents the annual equity grant to the Reporting Person, as a non-employee director of the Issuer, and will vest in four equal installments on September 27, 2024, December 27, 2024, March 27, 2025 and June 27, 2025.

2. This Stock Option was granted in lieu of cash compensation otherwise payable to the Reporting Person, as a non-employee director of the Issuer, and will vest in four equal installments on the grant date, June 30, 2024, September 30, 2024 and December 31, 2024.

Remarks:

This form has been signed under power of attorney.

	/s/ Joseph Damasio, by power of attorney	07/15/2024
	** 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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