| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
StartEngine Crowdfunding, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
85572Y104 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 85572Y104 |
| 1 | Names of Reporting Persons 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 83,625,228.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The number of shares beneficially owned includes: 74,625,228 shares of Common Stock held of record by The Lee Miller Trust U/A 09/05/2020; 6,000,000 shares of Common Stock acquirable through the conversion of the Series Seed Preferred Stock; and 3,000,000 shares acquirable through the exercise of stock options. Each share of Series Seed Preferred Stock is convertible at any time into one share of Common Stock.
The "Percent of class" is the number of shares of Common Stock the person owns now, plus the amount that person is entitled to acquire, including from the conversion of shares of Preferred Stock. That amount is then shown as a percentage of the outstanding number of shares of Common Stock if no other person exercised their rights to acquire those shares of Common Stock.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: StartEngine Crowdfunding, Inc. | |
| (b) | Address of issuer's principal executive
offices: 4100 W Alameda Avenue, 3rd Floor, Burbank, CA, 91505 | |
| Item 2. | ||
| (a) | Name of person filing: Lee Miller | |
| (b) | Address or principal business office or, if
none, residence: c/o FPG, Inc.
15760 Ventura Blvd., Suite 840, Encino, California 91436 | |
| (c) | Citizenship: United States | |
| (d) | Title of class of securities: Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.: 85572Y104 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 83,625,228. The total number of shares includes 74,625,228 shares of Common Stock held of record by The Lee Miller Trust U/A 09/05/2020; 6,000,000 shares of Common Stock acquirable through the conversion of the Series Seed Preferred Stock; and 3,000,000 shares acquirable through the exercise of stock options. Each share of Series Seed Preferred Stock is convertible at any time into one share of Common Stock. | |
| (b) | Percent of class: 11.8%.This calculation is the number of shares of Common Stock the person owns now, plus the amount that person is entitled to acquire, including from the conversion of shares of Preferred Stock. That amount is then shown as a percentage of the outstanding number of shares of Common Stock if no other person exercised their rights to acquire those shares of Common Stock. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 83,625,228 | ||
| (ii) Shared power to vote or to direct the
vote: None. | ||
| (iii) Sole power to dispose or to direct the
disposition of: 83,625,228 | ||
| (iv) Shared power to dispose or to direct the
disposition of: None. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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. | Certifications: |
Not Applicable
|
| SIGNATURE | |
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. |
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