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*
Merck & Co., Inc.

(Last) (First) (Middle)
2000 GALLOPING HILL ROAD

(Street)
KENILWORTH NJ 07033

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2015
3. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Common Stock 1,479,022 I See Footnote(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Merck & Co., Inc.

(Last) (First) (Middle)
2000 GALLOPING HILL ROAD

(Street)
KENILWORTH NJ 07033

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Merck Sharp & Dohme Corp.

(Last) (First) (Middle)
ONE MERCK DRIVE

(Street)
WHITEHOUSE STATION NJ 08889

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Merck Global Health Innovation Fund, LLC

(Last) (First) (Middle)
ONE MERCK DRIVE

(Street)
WHITEHOUSE STATION NJ 08889

(City) (State) (Zip)
Explanation of Responses:
1. These shares are owned directly by Merck Global Health Innovation Fund, LLC, which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck &Co, Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
Remarks:
Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated July 23, 2015 granted by each Reporting Person, a copy of which is filed as an exhibit and incorporated herein by reference.
/s/ Katie Fedosz as Attorney-In-Fact 07/23/2015
** 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.
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                                                                     Exhibit 24


                               POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, hereby
constitute and appoint Katie E. Fedosz and Jon Filderman, and each of  them,
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution for the undersigned and in its name, place
and stead, to sign any Schedules 13D, reports on Form 3 (Initial Statement of
Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial
Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of
Securities) relating to holdings of and transactions by the undersigned in
securities of OpGen, Inc. and all amendments thereto, and to file the same,
together with this power of attorney, with the Securities and Exchange
Commission and the appropriate securities exchange, granting unto said
attorneys-in-fact and agents, and each of them, or their substitutes, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.  This
Power of Attorney shall be effective until such time as the undersigned delivers
a written revocation thereof to the above-named attorneys-in-fact and agents.


Dated: this 23rd day of July, 2015.


                                          MERCK GLOBAL HEALTH
                                          INNOVATION FUND, LLC

                                          By: /s/ William J. Taranto
                                              ----------------------
                                          Name: William J. Taranto
                                          Title: Manager / President


                                          MERCK SHARP & DOHME CORP.

                                          By: /s/ Katie E. Fedosz
                                              -------------------
                                          Name: Katie E. Fedosz
                                          Title: Assistant Secretary


                                          MERCK & CO., INC.

                                          By: /s/ Katie E. Fedosz
                                              -------------------
                                          Name: Katie E. Fedosz
                                          Title: Senior Assistant Secretary