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^*

Howe Timothy

(Last)

(First)

(Middle)

1055 WASHINGTON BOULEVARD

(Street)

STAMFORD

06901

(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	55,817	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	320,011	⁽²⁾	I	See footnote⁽¹⁾
Warrants	08/23/2007	08/23/2017	Common Stock	2,141	$7.91	I	See footnote⁽¹⁾
Warrants	09/30/2009	09/30/2019	Common Stock	1,784	$7.91	I	See footnote⁽¹⁾
Warrants	01/12/2010	01/12/2020	Common Stock	1,784	$7.91	I	See footnote⁽¹⁾
Warrants	03/23/2010	03/23/2020	Common Stock	344	$7.91	I	See footnote⁽¹⁾
Warrants	11/08/2011	11/08/2021	Common Stock	1,274	$7.91	I	See footnote⁽¹⁾

Explanation of Responses:

1. The securities are directly held by CHL Medical Partners III, L.P. and CHL Medical Partners III Side Fund, L.P. (collectively, the "CHL Medical Partners Funds"). Mr. Howe is an officer of the General Partner of CHL Medical Partners Funds, and may be deemed to have shared voting and dispositive power over the shares owned by CHL Medical Partners Funds. Mr. Howe disclaims beneficial ownership of all shares held by CHL Medical Partners Funds, except to the extent of his 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.

Remarks:

	/s/ Timothy Howe	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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