SEC Filing - OpGen, Inc.

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SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Merck & Co., Inc.

(Last)

(First)

(Middle)

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$19.5⁽¹⁾	06/28/2017		A	13,120⁽¹⁾		01/28/2018	06/28/2022	Common Stock	13,120⁽¹⁾	$0.00	13,120⁽¹⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Merck & Co., Inc.

(Last)

(First)

(Middle)

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Merck Sharp & Dohme Corp.

(Last)

(First)

(Middle)

2000 GALLOPING HILL ROAD

(Street)

KENILWORTH

07033

(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

08889

(City)

(State)

(Zip)

Explanation of Responses:

1. These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.

2. These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), 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:

The reporting person ceased to be a 10% owner on February 7, 2018, as a result of the Issuer's February 7, 2018 public offering. Accordingly, the reporting person is no longer subject to Section 16 in connection with the Issuer and therefore, will no longer report any transaction on Form 4 or Form 5 until such time, if any, that the reporting person becomes a 10% owner again. * 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 was filed as an exhibit to Form 3 filed on July 23, 2015 and incorporated herein by reference.

	/s/Katie Fedosz as Attorney-In-Fact*	02/08/2018
	** 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).
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