Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 13 2024 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
StartEngine
Crowdfunding, Inc.
(Name of Issuer)
Common Stock,
par value $0.00001 per share
(Title of Class of Securities)
85572Y 104
(CUSIP Number)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule
13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 85572Y 104 |
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13G |
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Page 2 of 3 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee Miller |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
5. |
SOLE VOTING POWER
4,184,029 (1) (2) |
|
6. |
SHARED VOTING POWER
0 |
|
7. |
SOLE DISPOSITIVE POWER
4,184,029 (1) (2) |
|
8. |
SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,184,029 (1) (2) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0% |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | 3,734,029
shares of Common Stock held of record by The Lee Miller Trust U/A 09/05/2020; 300,000 shares of Common Stock acquirable through the conversion
of the Series Seed Preferred Stock; and 150,000 shares acquirable through the exercise of stock options. |
| (2) | Each share of Series Seed Preferred Stock is convertible
at any time into one share of Common Stock. |
CUSIP No. 85572Y 104 |
|
13G |
|
Page 3 of 3 Pages |
Item 1.
| (a) | Name of Issuer
StartEngine Crowdfunding, Inc. |
| | |
| (b) | Address
of Issuer’s Principal Executive Offices
4100 W Alameda Avenue, Suite 300, Burbank, California 91505 |
Item 2.
|
(a) |
Name of Person Filing
Lee Miller |
|
|
|
|
(b) |
Address of the Principal Office or, if none, residence
The address for the principal business office of Lee Miller is:
c/o FPG, Inc.
15760 Ventura Blvd., Suite 840, Encino, California 91436
|
|
|
|
|
(c) |
Citizenship
United States |
|
|
|
|
(d) |
Title of Class of Securities
Common Stock |
|
|
|
|
(e) |
CUSIP Number
85572Y 104 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
This statement is not filed
pursuant to §§240.13d-1(b)_ or 240.13d-2(b) or (c).
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount beneficially owned: 4,184,029 (1) (2) |
|
|
|
|
|
(b) |
Percent of class: 12.0% |
|
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote 4,184,029 (1) (2). |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote None. |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of 4,184,029
(1) (2). |
|
|
|
|
|
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(iv) |
Shared power to dispose or to direct the disposition of None. |
|
|
|
|
| (1) | 3,734,029 shares of Common Stock held of record by The Lee
Miller Trust U/A 09/05/2020; 300,000 shares of Common Stock acquirable through the conversion of the Series Seed Preferred Stock; and
150,000 shares acquirable through the exercise of stock options. |
| (2) | Each share of Series Seed Preferred Stock is convertible
at any time into one share of Common Stock. |
Item 5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
02/13/2024
Date |
|
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/s/ Lee Miller
Signature |
|
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Lee Miller |
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