0001209191-22-021772.txt : 20220331 0001209191-22-021772.hdr.sgml : 20220331 20220331164102 ACCESSION NUMBER: 0001209191-22-021772 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220329 FILED AS OF DATE: 20220331 DATE AS OF CHANGE: 20220331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Okazaki Jason A CENTRAL INDEX KEY: 0001807214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35005 FILM NUMBER: 22793393 MAIL ADDRESS: STREET 1: C/O ASSEMBLY BIOSCIENCES, INC. STREET 2: 331 OYSTER POINT BLVD, FOURTH FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASSEMBLY BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001426800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 331 OYSTER POINT BLVD. STREET 2: FOURTH FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (833) 409-4583 MAIL ADDRESS: STREET 1: 331 OYSTER POINT BLVD. STREET 2: FOURTH FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: VENTRUS BIOSCIENCES INC DATE OF NAME CHANGE: 20080211 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-29 0 0001426800 ASSEMBLY BIOSCIENCES, INC. ASMB 0001807214 Okazaki Jason A C/O ASSEMBLY BIOSCIENCES, INC. 331 OYSTER POINT BLVD, FOURTH FLOOR SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Chief Operating Officer Common Stock 2022-03-29 4 A 0 31250 0.00 A 95883 D Common Stock 2022-03-30 4 S 0 1269 2.1674 D 94614 D Stock Option (right to buy) 2.30 2022-03-29 4 A 0 125000 0.00 A 2032-03-29 Common Stock 125000 125000 D Performance-based Restricted Stock Units 2022-03-29 4 A 0 31250 0.00 A 2027-03-29 Common Stock 31250 31250 D Grant of restricted stock units. The restricted stock units vest in four approximately equal installments, assuming continuous service on each vesting date, as follows: March 29, 2023; March 29, 2024; March 29, 2025; and March 29, 2026. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and represents shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.10 to $2.25, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within. Grant of stock options. The stock options vest over four years, assuming continuous service on each vesting date, as follows: 25% vest on the first anniversary of the date of grant, March 29, 2023; and the remaining 75% vest in 36 approximately equal monthly installments, with the options becoming fully vested on March 29, 2026. Each performance-based restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. The shares are earned if either of two trading price metrics are met (each a "Stock Metric") either on or before the second or on or before the fourth anniversary of the grant date, as applicable. If a Stock Metric is met on or before the first anniversary of the grant date, then 50% of the RSUs vest on the first anniversary of the grant date and the remainder will vest on the second anniversary of the grant date. If a Stock Metric is achieved after the first anniversary of the grant date and on or before the fourth anniversary of the grant date, then 50% of the RSUs vest on the date that the Stock Metric is achieved and the remaining 50% of the RSUs vest on the first anniversary of the initial vesting date. Special vesting provisions apply in the case of a change in control transaction. /s/ John O. Gunderson, as Attorney-in-Fact 2022-03-31