Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McNaughton Thomas
   2. Issuer Name and Ticker or Trading Symbol
Harvard Apparatus Regenerative Technology, Inc. [HART] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O HARVARD APPARATUS REGENERATIVE TECH., 84 OCTOBER HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/01/2013
(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 11/01/2013   J   16,732 (1) A $ 0 16,732 D  
Common Stock 11/01/2013   J   4,396 (2) A $ 0 21,128 (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) $ 2.9 11/01/2013   J   5,544 (2)     (4) 11/14/2018 Common Stock, par value $0.01 per share 5,544 $ 0 5,544 D  
Stock option (right to buy) $ 3.27 11/01/2013   J   11,108 (2)     (5) 05/21/2019 Common Stock, par value $0.01 per share 11,108 $ 0 11,108 D  
Stock option (right to buy) $ 5.79 11/01/2013   J   2,769 (2)     (6) 06/02/2021 Common Stock, par value $0.01 per share 2,769 $ 0 2,769 D  
Stock option (right to buy) $ 3.67 11/01/2013   J   4,383 (2)     (7) 06/01/2022 Common Stock, par value $0.01 per share 4,383 $ 0 4,383 D  
Stock option (right to buy) $ 5.22 11/01/2013   J   2,061 (2)     (8) 05/31/2023 Common Stock, par value $0.01 per share 2,061 $ 0 2,061 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McNaughton Thomas
C/O HARVARD APPARATUS REGENERATIVE TECH.
84 OCTOBER HILL ROAD
HOLLISTON, MA 01746		       Chief Financial Officer  

Signatures

 /s/ Thomas McNaughton   11/05/2013
**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 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 66,929 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 924 restricted stock units which vest on Jan 1, 2014; (b) a deferred stock award of 691 restricted stock units which vest in equal installments on Jan 1, 2014 and Jan 1, 2015; (c) a deferred stock award of 1,712 restricted stock units which vest in equal installments on Jan 1, 2014, Jan 1, 2015, and Jan 1, 2016; (d) a deferred stock award of 1,069 stock units which vest in equal installments on Jan 1, 2014, Jan 1, 2015, Jan 1, 2016, and Jan 1, 2017; and (e) 16,732 shares of common stock held by the Reporting Person.
(4) The options shares vested in four equal installments on September 16, 2009, 2010, 2011 and 2012.
(5) The option shares vested in four equal installments on January 1, 2010, 2011, 2012 and 2013
(6) The unvested shares become exercisable in equal installments on January 1 of each of 2014 and 2015.
(7) The unvested shares become exercisable in equal installments on January 1 of each of 2014, 2015 and 2016.
(8) The unvested shares become exercisable in equal installments on January 1 of each of 2014, 2015, 2016 and 2017.
 
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