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^*

White Nicole S

(Last)

(First)

(Middle)

C/O ASSEMBLY BIOSCIENCES, INC.

331 OYSTER POINT BLVD., FOURTH FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2023

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)
	Chief Manufacturing Officer

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	86,142⁽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⁾	11/16/2030	Common Stock	50,000	$5.62	D
Stock Option (right to buy)	⁽³⁾	03/29/2032	Common Stock	100,000	$2.3	D
Stock Option (right to buy)	⁽⁴⁾	08/01/2032	Common Stock	200,000	$2.01	D
Stock Option (right to buy)	⁽⁵⁾	03/29/2033	Common Stock	140,000	$0.89	D
Performance-based Restricted Stock Units	⁽⁶⁾	03/29/2027	Common Stock	25,000	$0.00	D

Explanation of Responses:

1. Holdings include grants of restricted stock units (RSUs) vesting, in each case assuming continuous service on each vesting date, as follows: (a) 2,500 RSUs vesting in equal installments on November 16, 2023 and November 16, 2024; (b) 18,750 RSUs vesting in equal installments on March 29, 2024, March 29, 2025 and March 29, 2026; (c) 5,469 RSUs vesting on May 22, 2024; and (d) 25,000 RSUs vesting on August 1, 2024.

2. Grant of stock options. Options to purchase 34,375 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 15 approximately equal monthly installments, with the options becoming fully vested on November 16, 2024.

3. Grant of stock options. Options to purchase 35,416 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 31 approximately equal monthly installments, with the options becoming fully vested on March 29, 2026.

4. Grant of stock options. Options to purchase 54,166 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 35 approximately equal monthly installments, with the options becoming fully vested on August 1, 2026.

5. 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, 2024; and the remaining 75% vest in 36 approximately equal monthly installments, with the options becoming fully vested on March 29, 2027.

6. Each performance-based 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ John O. Gunderson, as Attorney-in-Fact	09/18/2023
	** 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 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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