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^*

Samar Michael P.

(Last)

(First)

(Middle)

C/O ASSEMBLY BIOSCIENCES, INC.

11711 N. MERIDIAN ST. SUITE 310

(Street)

CARMEL

46032

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019

3. Issuer Name and Ticker or Trading Symbol
ASSEMBLY BIOSCIENCES, INC. [ ASMB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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	17,000⁽¹⁾	D

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)
Stock Option (right to buy)	⁽²⁾	07/27/2027	Common Stock	44,000	$21.31	D
Stock Option (right to buy)	⁽³⁾	03/29/2028	Common Stock	6,000	$49.14	D
Stock Option (right to buy)	⁽⁴⁾	12/12/2028	Common Stock	17,000	$24.19	D
Stock Option (right to buy)	⁽⁵⁾	03/29/2029	Common Stock	10,000	$19.69	D

Explanation of Responses:

1. Holdings include grants of restricted stock units (RSUs) vesting, assuming continuous service on each vesting date, as follows: (a) 2,250 RSUs vesting in equal installments on March 29, 2020, March 29, 2021 and March 29, 2022; (b) 8,500 RSUs vesting in approximately equal installments on December 12, 2019, December 12, 2020 and December 12, 2021; and (c) 5,000 RSUs vesting in equal installments on March 29, 2020, March 29, 2021, March 29, 2022 and March 29, 2023.

2. Grant of stock options. Options to purchase 19,250 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 27 approximately equal monthly installments, with the options becoming fully vested on July 27, 2021.

3. Grant of stock options. Options to purchase 1,625 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 35 equal monthly installments, with the options becoming fully vested on March 29, 2022.

4. Grant of stock options. The stock options vest in approximately equal annual installments, assuming continuous service on each vesting date, on the first, second and third anniversaries of the date of grant, December 12, 2018.

5. Grant of stock options. The stock options vest over four years, assuming continuous service on each vesting date, as follows: 25% shall vest on the first anniversary of the date of grant, March 29, 2020; and the remaining 75% shall vest in 36 approximately equal monthly installments, with the options becoming fully vested on March 29, 2023.

Remarks:

VP, Finance and Business Operations, Principal Accounting Officer; Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ John O. Gunderson, as Attorney-in-Fact	05/09/2019
	** 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.
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.