| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2017 |
3. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGEN,OPGN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 40,115 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Options | 03/23/2012 | 03/23/2022 | Common Stock | 64 | 7.91 | D | |
| Stock Options | 03/23/2015 | 03/23/2022 | Common Stock | 918 | 7.91 | D | |
| Stock Options | 02/12/2017 | 02/12/2023 | Common Stock | 253 | 7.91 | D | |
| Stock Options | 02/12/2014 | 02/12/2023 | Common Stock | 127 | 7.91 | D | |
| Stock Options | 07/25/2017 | 02/25/2023 | Common Stock | 633 | 7.91 | D | |
| Stock Options | (1) | 04/24/2024 | Common Stock | 3,589 | 0.05 | D | |
| Stock Options | (2) | 10/23/2024 | Common Stock | 50,000 | 0.61 | D | |
| Stock Options | 05/04/2016 | 05/04/2025 | Common Stock | 25,000 | 6 | D | |
| Stock Options | (2) | 06/13/2026 | Common Stock | 40,000 | 1.55 | D | |
| Stock Options | (3) | 02/23/2027 | Common Stock | 55,000 | 1.03 | D | |
| Stock Options | 08/09/2018 | 08/09/2027 | Common Stock | 60,000 | 0.295 | D | |
| Warrants | 05/19/2016 | 05/19/2021 | Common Stock | 9,837 | 1.31 | D | |
| Warrants | 07/18/2017 | 07/18/2022 | Common Stock | 25,000 | 0.425 | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 35,000 | 0.00 | D | |
| Explanation of Responses: |
| 1. Vests 25% on December 31, 2014 and 6.25% quarterly thereafter in equal proportions over a three-year period. |
| 2. Vests 25% on first anniversary of the Date of Grant and 6.25% at the end of each quarterly period thereafter starting with the first full calendar quarter, in equal proportions, over a three-year period with the full remaining amount vesting four years from the Date of Grant. |
| 3. Vests 25% on first anniversary of the Date of Grant and 6.25% quarterly thereafter on the first business day of each quarter for a period of three years. |
| 4. The restricted stock units vest upon the successful launch of OpGen, Inc's cUTI RUO mAST. |
| /s/ Vadim M. Sapiro | 11/17/2017 | |
| ** 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 Matthew Jones, the undersigned’s true and lawful attorneys-in-fact to:
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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;
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| (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;
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| (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;
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| (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
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| (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.
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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 17th day of November, 2017.
/s/ Vadim M. Sapiro
Vadim M. Sapiro
Vadim M. Sapiro