Joeseph Mathews Form 4 STARTENGINE CROWDFUNDING / Joseph Mathews ownership change

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).

1. Name and Address of Reporting Person^*

Mathews Joseph

(Last) (First) (Middle)

4100 WEST ALAMEDA AVENUE,

3RD FLOOR,

(Street)

BURBANK CA 91505

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STARTENGINE CROWDFUNDING, INC. [ STGC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2024		M		27,528	A	$0.0833	27,528	D
Common Stock	12/02/2024		S		2,148	D	$1.25(1)	25,380	D
Common Stock	12/02/2024		S		358	D	$0(2)	25,022	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.0833	10/07/2024		M			27,528	(3)	06/29/2028	Common Stock	27,528	$0	572,472	D

Explanation of Responses:

1. The Reporting Person sold shares pursuant to an offering statement qualified under Regulation A.

2. The Reporting Person sold the shares as Bonus Shares (defined in the relevant offering statement) pursuant to the offering statement referenced in footnote (1) above.

3. 25% of the stock options vested on July 2, 2019 (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.

Remarks:

The exercise price as well as the amounts of securities reflect the 1-for-20 split that occurred in May 2024.

	/s/ Hunter Strassman, Attorney-in-fact	12/04/2024
	** 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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