SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dunlop Derek

(Last)

(First)

(Middle)

C/O ASSET ENTITIES INC.,

100 CRESCENT CT, 7TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Asset Entities Inc. [ ASST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Experience Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	02/22/2024		J⁽¹⁾		122,565	A	$0	348,065	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽²⁾	02/22/2024		J⁽¹⁾			122,565	⁽²⁾	⁽²⁾	Class B Common Stock	122,565	$0	8,262,711	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽³⁾			97,560	⁽²⁾	⁽²⁾	Class B Common Stock	97,560	$0	8,165,151	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽³⁾			97,560	⁽²⁾	⁽²⁾	Class B Common Stock	97,560	$0	8,067,591	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽³⁾			97,560	⁽²⁾	⁽²⁾	Class B Common Stock	97,560	$0	7,970,031	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽³⁾			291,662	⁽²⁾	⁽²⁾	Class B Common Stock	291,662	$0	7,678,369	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽³⁾			146,340	⁽²⁾	⁽²⁾	Class B Common Stock	146,340	$0	7,532,029	I	By Asset Entities Holdings, LLC⁽⁴⁾
Class A Common Stock	⁽²⁾	02/22/2024		J⁽⁵⁾			7,678,369	⁽²⁾	⁽²⁾	Class B Common Stock	7,532,029	$0	0	I	By Asset Entities Holdings, LLC⁽⁴⁾

Explanation of Responses:

1. Pro rata distribution from Asset Entities Holdings, LLC ("AEH"), of which the reporting person was an indirect owner prior to the transactions reported herein.

2. The Class A Common Stock is convertible into the issuer's Class B Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares and has no expiration date.

3. Pro rata distribution from AEH to direct or indirect owners of AEH other than the reporting person, and upon distribution the shares of Class A Common Stock converted to shares of Class B Common Stock.

4. Shares held of record by AEH. The reporting person was an indirect owner of AEH prior to the transactions reported herein.

5. Following the transactions reported herein, the reporting person was no longer deemed to beneficially own any shares of the issuer that were held of record by AEH.

	/s/ Matthew Krueger, Attorney-In-Fact	02/22/2024
	** 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).
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Dunlop Derek acquired 122,565 units of Class B Common Stock, increasing direct ownership by 54% to 348,065 units (SEC Form 4)