OpGen (OPGN) Form 3 OPGEN / William E. Rhodes ownership change

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^*

Rhodes William E.

(Last) (First) (Middle)

C/O OPGEN, INC. 708 QUINCE ORCHARD ROAD

SUITE 205

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2020

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

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

X	Director	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonqualified Stock Option (Right to Buy)	(1)(2)	06/16/2026	Common Stock	1,439	56.38	D
Nonqualified Stock Option (Right to Buy)	(1)(3)	06/16/2026	Common Stock	959	52.78	D
Nonqualified Stock Option (Right to Buy)	(1)(4)	06/16/2026	Common Stock	959	8.57	D

Explanation of Responses:

1. These options were originally granted pursuant to the Curetis Stock Option Plan 2016, as amended on July 19, 2018, which Plan was assumed by OpGen, Inc. (the "Company") as the Amended and Restated Stock Option Plan on April 1, 2020, upon the closing of the transactions contemplated by that certain Implementation Agreement, dated September 4, 2019, by and among the Company, Curetis N.V. and Crystal GmhH, and the stock options converted into options to acquire common stock of OpGen.

2. This option was originally granted on July 1, 2016 and vested over a period of three (3) years with the first third (1/3) vesting on the first anniversary of the date of grant and the remaining two thirds (2/3) vesting in monthly increments over the following twenty-four (24) months.

3. This option was originally granted on July 1, 2018 and vests over a period of three (3) years with the first third (1/3) vesting on the first anniversary of the date of grant and the remaining two thirds (2/3) vesting in monthly increments over the following twenty-four (24) months.

4. This option was originally granted on July 1, 2019 and vests over a period of three (3) years with the first third (1/3) vesting on the first anniversary of the date of grant and the remaining two thirds (2/3) vesting in monthly increments over the following twenty-four (24) months.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ William E. Rhodes	04/10/2020
	** 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).
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