Sec Form 3 Filing - Samar Michael P. @ ASSEMBLY BIOSCIENCES, INC. - 2021-06-04

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Samar Michael P. 2. Issuer Name and Ticker or Trading Symbol ASSEMBLY BIOSCIENCES, INC. [ ASMB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Fin. & Bus. Ops, PFO, PAO (Last) (First) (Middle) C/O ASSEMBLY BIOSCIENCES, INC., 331 OYSTER POINT BLVD, FOURTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2021 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 40,845 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 21.31 ( 2 ) 07/27/2027 Common Stock 44,000 D Stock Option (right to buy) $ 49.14 ( 3 ) 03/29/2028 Common Stock 6,000 D Stock Option (right to buy) $ 24.19 ( 4 ) 12/12/2028 Common Stock 17,000 D Stock Option (right to buy) $ 19.69 ( 5 ) 03/29/2029 Common Stock 10,000 D Stock Option (right to buy) $ 9.31 ( 6 ) 10/01/2029 Common Stock 5,000 D Stock Option (right to buy) $ 14.45 ( 7 ) 03/29/2030 Common Stock 20,300 D Stock Option (right to buy) $ 4.33 ( 8 ) 03/29/2031 Common Stock 39,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Samar Michael P. C/O ASSEMBLY BIOSCIENCES, INC. 331 OYSTER POINT BLVD, FOURTH FLOOR SOUTH SAN FRANCISCO, CA94080 SVP, Fin. & Bus. Ops, PFO, PAO Signatures /s/ John O. Gunderson as Attorney-in-Fact 06/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Holdings include grants of restricted stock units (RSUs) vesting, assuming continuous service on each vesting date, as follows: (a) 2,834 RSUs vesting on December 12, 2021; (b) 750 RSUs vesting on March 29, 2022; (c) 2,500 RSUs vesting in equal installments on March 29, 2022 and March 29, 2023; (d) 1,875 RSUs vesting in equal installments on October 1, 2021, October 1, 2022 and October 1, 2023; (e) 7,613 RSUs vesting in approximately equal installments on March 29, 2022, March 29, 2023 and March 29, 2024; and (f) 6,600 RSUs vesting in approximately equal installments on March 29, 2022, March 29, 2023, March 29, 2024 and March 29, 2025. ( 2 )Grant of stock options. Options to purchase 42,167 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in two approximately equal monthly installments, with the option becoming fully vested on July 27, 2021. ( 3 )Grant of stock options. Options to purchase 4,750 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in ten equal monthly installments, with the options becoming fully vested on March 29, 2022. ( 4 )Grant of stock options. Options to purchase 11,333 shares of common stock have vested, and, assuming continuous service through the vesting date, the remaining stock options vest on December 12, 2021. ( 5 )Grant of stock options. Options to purchase 5,416 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 22 approximately equal monthly installments, with the options becoming fully vested on March 29, 2023. ( 6 )Grant of stock options. Options to purchase 2,083 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 28 approximately equal monthly installments, with the options becoming fully vested on October 1, 2023. ( 7 )Grant of stock options. Options to purchase 5,920 shares of common stock have vested, and, assuming continuous service on each vesting date, the remaining stock options vest in 34 approximately equal monthly installments, with the options becoming fully vested on March 29, 2024. ( 8 )Grant of stock options. The stock options vest over four years, assuming continuous service on each vesting date, as follows: 25% shall vest on the first anniversary of the date of grant, March 29, 2022; and the remaining 75% shall vest in 36 approximately equal monthly installments, with the options becoming fully vested on March 29, 2025.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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 4(b)(v).

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