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*
jVen Capital, LLC

(Last) (First) (Middle)
11013 CRIPPLEGATE ROAD

(Street)
POTOMAC MD 20854

(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)
Director X 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
Series A Redeemable Convertible Preferred Stock (1) (1) Common Stock 1,059,213(1) (1) D
2014 Convertible Notes (2) (2) Common Stock 749,366(2) (2) D
2015 Convertible Notes (3) (3) Common Stock 675,553(3) (3) D
Warrants 09/30/2009 09/30/2019 Common Stock 267 $7.91 D
Warrants 01/12/2010 01/12/2020 Common Stock 267 $7.91 D
Warrants 03/23/2010 03/23/2020 Common Stock 52 $7.91 D
Warrants 11/08/2011 11/08/2021 Common Stock 967 $7.91 D
Warrants 11/08/2015 02/17/2025 Common Stock 81,068 $6.6 D
Explanation of Responses:
1. Each share of Series A Redeemable Convertible Preferred Stock will automatically convert into one share of common stock on May 8, 2015.
2. 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.
3. 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/ Evan Jones, Managing Member 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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