OpGen (OPGN) Form 4 OPGEN / David E. Lazar ownership change

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

Lazar David E.

(Last) (First) (Middle)

VILLA 1, 14-43RD STREET

JUMEIRAH 2

(Street)

DUBAI C0 00000

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2024

4. 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 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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock(1)	(2)	04/05/2024		P		200,000		04/05/2024	(3)	Common Stock	4,800,000	$1	9,600,000	D

Explanation of Responses:

1. On March 25, 2024, David E. Lazar (the "Reporting Person") and OpGen, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire an aggregate of 3,000,000 shares of the Company's Series E Convertible Preferred Stock (the "Series E Preferred Stock") at a price of $1.00 per share. Each share of Series E Preferred Stock is convertible into 24 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on March 25, 2024, whereby the Reporting Person acquired 200,000 shares of Series E Preferred Stock for a total purchase price of $200,000. An additional closing occurred on April 5, 2024, whereby the Reporting Person acquired 200,000 shares of Series E Preferred Stock for a total purchase price of $200,000. The Reporting Person will acquire additional shares of Series E Preferred Stock at subsequent closings, subject to certain conditions being satisfied.

2. The shares of Series E Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.

3. The Series E Preferred Stock is perpetual and therefore has no expiration date.

	/s/ David E. Lazar	04/08/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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