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Form 3/A STARTENGINE CROWDFUNDING For: Jun 06 Filed by: Marks Howard Edward

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July 5, 2022 9:27 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Marks Howard Edward
(Last) (First) (Middle)
3900 WEST ALAMEDA AVENUE,
SUITE 1200
(Street)
BURBANK CA 91505
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2022 		3. Issuer Name and Ticker or Trading Symbol
STARTENGINE CROWDFUNDING, INC. [ STGC ]
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
 5. If Amendment, Date of Original Filed (Month/Day/Year)
06/23/2022
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 9,016,526
I
By Howard E. Marks Living Trust U/A Dated 12/21/2001
Common Stock 1,003,652
I
By Marks Irrevocable Trust (5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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 600,000 (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 300,000 0.264 D  
Stock Option (Right to Buy)   (3) 12/14/2030 Common Stock 300,000 4.333 D  
Stock Option (Right to Buy)   (4) 12/30/2031 Common Stock 300,000 13.5 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.
5. The Marks Irrevocable Trust is held for the benefit of Mr. Marks' family. Mr. Marks is not the trustee of the trust nor is the trust held for his benefit.
/s/ Howard Marks 07/05/2022
** 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 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 Number.

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