Statement of Changes in Beneficial Ownership (4)
March 06 2023 - 4:16PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Schacht Oliver |
2. Issuer Name and Ticker or Trading Symbol
OPGEN INC
[
OPGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O OPGEN, INC. 9717 KEY WEST AVE., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2023 |
(Street)
ROCKVILLE, MD 20850
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/2/2023 | | M | | 1875 | A | $0.00 | 5312 | D | |
Common Stock | 3/3/2023 | | M | | 1938 | A | $0.00 | 7250 | D | |
Common Stock | | | | | | | | 250 | I | As custodian for minor son |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (1) | 3/3/2023 | | M | | | 1938 | (2) | (2) | Common Stock | 1938 | $0.00 | 1938 | D | |
Restricted Stock Units | (3) | 3/2/2023 | | M | | | 1875 | (4) | (4) | Common Stock | 1875 | $0.00 | 1875 | D | |
Restricted Stock Units | (5) | 3/2/2023 | | A | | 10000 | | (6) | (6) | Common Stock | 10000 | $0.00 | 10000 | D | |
Explanation of Responses: |
(1) | Represents vesting of restricted stock units ("RSUs") granted in March 2021 that convert into common stock on a one-for-one basis as adjusted for a 1-for-20 reverse stock split. |
(2) | On March 3, 2021, the Reporting Person was granted 3,875 RSUs (as adjusted for a 1-for-20 reverse stock split). The RSUs were granted subject to forfeiture, which forfeiture restrictions will lapse as to one half of the award on the first and second anniversaries of the date of grant, subject to acceleration as set forth in the Reporting Person's employment agreement with the Registrant. |
(3) | Represents vesting of restricted stock units ("RSUs") granted in March 2022 that convert into common stock on a one-for-one basis as adjusted for a 1-for-20 reverse stock split. |
(4) | On March 2, 2022, the Reporting Person was granted 3,750 RSUs (as adjusted for a 1-for-20 reverse stock split). The RSUs were granted subject to forfeiture, which forfeiture restrictions will lapse as to one half of the award on the first and second anniversaries of the date of grant, subject to acceleration as set forth in the Reporting Person's employment agreement with the Registrant. |
(5) | Each RSU represents a contingent right to receive one share of OpGen common stock. |
(6) | RSUs granted on March 2, 2023 pursuant to the OpGen 2015 Equity Incentive Plan. The RSUs have a two year vesting schedule, vesting annually in equal installments on the anniversary of March 2, 2023. |
Remarks: All share numbers reported on this Form 4 reflect a 1-for-20 reverse stock split of OpGen's common stock effected on January 5, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schacht Oliver C/O OPGEN, INC. 9717 KEY WEST AVE. SUITE 100 ROCKVILLE, MD 20850 | X |
| Chief Executive Officer |
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Signatures
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/s/ Oliver Schacht, Ph.D. | | 3/6/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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