SEC Filing - OpGen, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

JONES EVAN/ FA

(Last)

(First)

(Middle)

C/O OPGEN, INC.

708 QUINCE ORCHARD ROAD, SUITE 160

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2015

3. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN,OPGNW ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,059,213⁽³⁾	⁽³⁾	I	See footnote⁽¹⁾
Series A Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	19,011⁽³⁾	⁽³⁾	I	See footnote⁽²⁾
2014 Convertible Notes	⁽⁴⁾	⁽⁴⁾	Common Stock	749,366⁽⁴⁾	⁽⁴⁾	I	See footnote⁽¹⁾
2015 Convertible Notes	⁽⁵⁾	⁽⁵⁾	Common Stock	675,553⁽⁵⁾	⁽⁵⁾	I	See footnote⁽¹⁾
2015 Convertible Notes	⁽⁵⁾	⁽⁵⁾	Common Stock	83,050⁽⁵⁾	⁽⁵⁾	I	See footnote⁽²⁾
Warrants	09/30/2009	09/30/2019	Common Stock	267	7.91	I	See footnote⁽¹⁾
Warrants	01/12/2010	01/12/2020	Common Stock	267	7.91	I	See footnote⁽¹⁾
Warrants	03/23/2010	03/23/2020	Common Stock	52	7.91	I	See footnote⁽¹⁾
Warrants	11/08/2011	11/08/2021	Common Stock	967	7.91	I	See footnote⁽¹⁾
Warrants	11/08/2011	11/08/2021	Common Stock	50	7.91	I	See footnote⁽²⁾
Warrants	11/08/2015	02/17/2025	Common Stock	81,068	6.6	I	See footnote⁽¹⁾
Warrants	11/08/2015	03/12/2025	Common Stock	12,458	6.6	I	See footnote⁽²⁾
Non-qualified Stock Option (right to buy)	⁽⁶⁾	07/23/2018	Common Stock	89	79.05	D
Non-qualified Stock Option (right to buy)	⁽⁷⁾	09/21/2020	Common Stock	1,847	110.68	D
Stock Option (right to buy)	⁽⁸⁾	04/24/2024	Common Stock	174,235	0.05	D
Stock Option (right to buy)	⁽⁹⁾	10/23/2024	Common Stock	200,000	0.61	D

Explanation of Responses:

1. The securities are directly held by jVen Capital, LLC ("jVen Capital"). Mr. Jones is managing member of jVen Capital and may be deemed to have voting and dispositive power over the shares owned by jVen Capital.

2. The securities are directly held by Cynthia Jones, the wife of Mr. Jones.

3. Each share of Series A Redeemable Convertible Preferred Stock will automatically convert into one share of common stock on May 8, 2015.

4. The 2014 Convertible Notes will automatically convert into shares of Series A Preferred Stock on May 8, 2015 at a conversion rate of one share of Series A Preferred Stock for every $1.00 of principal converted. Each share of Series A Preferred Stock will automatically convert into one share of common stock on May 8, 2015.

5. The 2015 Convertible Notes will convert into Series A Preferred Stock on May 8, 2015 at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal converted. Each share of Series A Preferred stock will automatically convert into one share of common stock on May 8, 2015.

6. The option fully vested on June 19, 2010.

7. The option fully vested on April 15, 2010.

8. The option vested 25% on April 24, 2015, the remainder quarterly thereafter in equal proportions over a three-year period.

9. The option vests 25% on October 23, 2015, the remainder quarterly thereafter in equal proportions over a three-year period.

Remarks:

	/s/ Evan Jones	05/06/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Timothy C. Dec and Fran Shay, the undersigned’s true and lawful attorneys-in-fact to:

(1)

prepare and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of OpGen, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)	execute for and on behalf of the undersigned, in connection with proposed sales by the undersigned pursuant to Rule 144 under the Securities Act of 1933 of securities issued by the Company, notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;

(4)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

(5)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and Forms 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of May, 2015.

/s/ Evan Jones
Evan Jones