Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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

1. Name and Address of Reporting Person * McHutchison John G	2. Issuer Name and Ticker or Trading Symbol ASSEMBLY BIOSCIENCES, INC. [ ASMB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO and President
(Last)          (First)          (Middle) C/O ASSEMBLY BIOSCIENCES, INC., 11711 N. MERIDIAN STREET, SUITE 310	3. Date of Earliest Transaction (MM/DD/YYYY) 9/28/2019
(Street) CARMEL, IN 46032 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance-based Restricted Stock Units	(1)	9/28/2019		A		25000		(1)	9/28/2022	Common Stock	25000	$0.00	25000	D

Explanation of Responses:

(1)

Each performance-based Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Assembly Biosciences, Inc. common stock. The shares of common stock are earned if market-based performance metrics are met (the "Milestone") on or before the third anniversary of the grant date. If the Milestone is achieved on or before the second anniversary of the grant date, then the RSUs shall become fully vested on the second anniversary of the grant date. If the Milestone is achieved after the second anniversary of the grant date and on or before the third anniversary of the grant date, then the RSUs shall become fully vested on the third anniversary of the grant date. Any RSU that has not been earned and vested as of the third anniversary of the grant will be forfeited.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McHutchison John G C/O ASSEMBLY BIOSCIENCES, INC. 11711 N. MERIDIAN STREET, SUITE 310 CARMEL, IN 46032	X		CEO and President

Signatures
/s/ John O. Gunderson, as Attorney-in-Fact		10/1/2019
**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 4(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.

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