FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Marks Howard Edward 2. Date of Event Requiring Statement (MM/DD/YYYY)
6/6/2022 

3. Issuer Name and Ticker or Trading Symbol STARTENGINE CROWDFUNDING, INC. [STGC]
(Last)        (First)        (Middle)
3900 WEST ALAMEDA AVENUE, SUITE 1200
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          ___X___ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Executive Officer /
(Street)
BURBANK, CA 91505      
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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  10200178  I  By Howard E. Marks Living Trust U/A Dated 12/21/2001 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Preferred Stock   (1)  (1) Common Stock  600000   (1) I  By Howard E. Marks Living Trust U/A Dated 12/21/2001 
Stock Option (Right to Buy)   (2) 12/30/2027  Common Stock  300000  $0.264  D   
Stock Option (Right to Buy)   (3) 12/14/2030  Common Stock  300000  $4.333  D   
Stock Option (Right to Buy)   (4) 12/30/2031  Common Stock  300000  $13.500  D   

Explanation of Responses:
(1)  Each share of Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-one basis. The Series Seed Preferred Stock automatically converts into Common Stock under certain conditions, including a firm commitment underwritten public offering that meets certain criteria. The Series Seed Preferred Stock has no expiration date.
(2)  Stock options are fully vested as of the date of this report.
(3)  25% of the stock options vested on December 16, 2021 (the "Vesting Start Date") and 1/36th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested three (3) years after the Vesting Start Date.
(4)  25% of the stock options vested on January 1, 2023 (the "Vesting Start Date") and 1/36th of the remaining number of shares vest monthly thereafter until all awarded shares are fully vested three (3) years after the Vesting Start Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marks Howard Edward
3900 WEST ALAMEDA AVENUE, SUITE 1200
BURBANK, CA 91505
X X Chief Executive Officer

Signatures
/s/ Howard Marks 6/23/2022
**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 control number.
Startengine Crowdfunding (CE) (USOTC:STGC)
Historical Stock Chart
From Jul 2022 to Aug 2022 Click Here for more Startengine Crowdfunding (CE) Charts.
Startengine Crowdfunding (CE) (USOTC:STGC)
Historical Stock Chart
From Aug 2021 to Aug 2022 Click Here for more Startengine Crowdfunding (CE) Charts.