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Merck Global Health Innovation Fund, LLC, et al. – ‘5’ for 12/31/17 re: Opgen Inc.

On:  Thursday, 2/8/18, at 4:05pm ET   ·   For:  12/31/17   ·   Accession #:  899243-18-3274   ·   File #:  1-37367

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/18  Merck Global Health Innovati… LLC 5                      1:9K   Opgen Inc.                        Donnelley Fin’l S… 06/FA
          Merck Sharp & Dohme Corp.
          Merck & Co., Inc.

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 5   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 5           Form 5 Submission -- doc5.xml/3.6                   HTML      3K


        

This ‘5’ Document is an XML Data File that may be rendered in various formats:

  Form 5    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 5 Submission
 
FORM 5UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0362
Estimated average burden
hours per response:1.0
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Merck & Co., Inc.
(Last)(First)(Middle)
2000 GALLOPING HILL ROAD
(Street)
KENILWORTHNJ07033
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
OPGEN INC [ OPGN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/17
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant to Purchase Common Stock$19.5 (1) 6/28/17A13,120 (1) 1/28/18 6/28/22Common Stock13,120 (1)$0.0013,120 (1)ISee footnote (2)
1. Name and Address of Reporting Person*
Merck & Co., Inc.
(Last)(First)(Middle)
2000 GALLOPING HILL ROAD
(Street)
KENILWORTHNJ07033
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Merck Sharp & Dohme Corp.
(Last)(First)(Middle)
2000 GALLOPING HILL ROAD
(Street)
KENILWORTHNJ07033
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Merck Global Health Innovation Fund, LLC
(Last)(First)(Middle)
ONE MERCK DRIVE
(Street)
WHITEHOUSE STATIONNJ08889
(City)(State)(Zip)
Explanation of Responses:
(1)  These amounts reflect the Issuer's recently announced and effectuated a 1 for 25 reverse stock split on January 17, 2018.
(2)  These securities are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
Remarks:
The reporting person ceased to be a 10% owner on February 7, 2018, as a result of the Issuer's February 7, 2018 public offering. Accordingly, the reporting person is no longer subject to Section 16 in connection with the Issuer and therefore, will no longer report any transaction on Form 4 or Form 5 until such time, if any, that the reporting person becomes a 10% owner again. * Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated July 23, 2015 granted by each Reporting Person, a copy of which was filed as an exhibit to Form 3 filed on July 23, 2015 and incorporated herein by reference.
/s/Katie Fedosz as Attorney-In-Fact* 2/8/18
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Code:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).

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