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^*

Ushio Misti

(Last)

(First)

(Middle)

1450 BROADWAY 24TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2015

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)
Common Stock	29,883	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	610,017	⁽²⁾	I	See footnote⁽¹⁾
2014 Convertible Notes	⁽³⁾	⁽³⁾	Common Stock	209,020	⁽³⁾	I	See footnote⁽¹⁾
2015 Convertible Notes	⁽⁴⁾	⁽⁴⁾	Common Stock	260,043	⁽⁴⁾	I	See footnote⁽¹⁾
Warrants	11/08/2015	02/17/2025	Common Stock	31,206	$6.6	I	See footnote⁽¹⁾

Explanation of Responses:

1. The securities are directly held by Harris & Harris Group, Inc. Ms. Ushio is Chief Strategy Officer and Managing Director of Harris & Harris Group, Inc., and may be deemed to have shared voting power over the shares owned by Harris & Harris Group, Inc. Ms. Ushio disclaims beneficial ownership of all shares held by Harris & Harris Group, Inc., except to the extent of her actual pecuniary interest therein.

2. Each share of Series A Redeemable Convertible Preferred Stock will automatically convert into one share of common stock on May 8, 2015.

3. The 2014 Convertible Notes will automatically convert into shares of Series A Preferred Stock on May 8, 2015 at a conversion rate of one share of Series A Preferred Stock for every $1.00 of principal converted. Each share of Series A Preferred Stock will automatically convert into one share of common stock on May 8, 2015.

4. The 2015 Convertible Notes will convert into Series A Preferred Stock on May 8, 2015 at a conversion rate of 1.25 shares of Series A Preferred Stock for each $1.00 of principal converted. Each share of Series A Preferred stock will automatically convert into one share of common stock on May 8, 2015.

Remarks:

	/s/ Misti Ushio	05/06/2015
	** 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).
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