Statement of Changes in Beneficial Ownership (4)
April 02 2021 - 4:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Okazaki Jason A |
2. Issuer Name and Ticker or Trading Symbol
ASSEMBLY BIOSCIENCES, INC.
[
ASMB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal & Business Officer |
(Last)
(First)
(Middle)
C/O ASSEMBLY BIOSCIENCES, INC., 331 OYSTER POINT BLVD, FOURTH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2021 |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(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 | 3/29/2021 | | A | | 13750 (1) | A | $0.00 | 67250 (2) | D | |
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 |
Stock Option (right to buy) | $4.33 | 3/29/2021 | | A | | 82500 | | (3) | 3/29/2031 | Common Stock | 82500 | $0.00 | 82500 | D | |
Explanation of Responses: |
(1) | 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, 2022; March 29, 2023; March 29, 2024; and March 29, 2025. |
(2) | Includes 1,000 shares acquired under the Assembly Biosciences, Inc. 2018 Employee Stock Purchase Plan on November 14, 2020. |
(3) | 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, 2022; and the remaining 75% vest in 36 approximately equal monthly installments, with the options becoming fully vested on March 29, 2025. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Okazaki Jason A C/O ASSEMBLY BIOSCIENCES, INC. 331 OYSTER POINT BLVD, FOURTH FLOOR SOUTH SAN FRANCISCO, CA 94080 |
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| Chief Legal & Business Officer |
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Signatures
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/s/ John O. Gunderson, as Attorney-in-Fact | | 4/2/2021 |
**Signature of Reporting Person | Date |
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