0001144204-18-013972.txt : 20180312 0001144204-18-013972.hdr.sgml : 20180312 20180312072037 ACCESSION NUMBER: 0001144204-18-013972 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180308 FILED AS OF DATE: 20180312 DATE AS OF CHANGE: 20180312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COOPER GRAHAM K CENTRAL INDEX KEY: 0001396943 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35005 FILM NUMBER: 18682014 MAIL ADDRESS: STREET 1: C/O RECEPTOS, INC. STREET 2: 10835 ROAD TO THE CURE, SUITE 205 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASSEMBLY BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001426800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11711 N. MERIDIAN STREET STREET 2: SUITE 310 CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: (212) 554-4388 MAIL ADDRESS: STREET 1: 11711 N. MERIDIAN STREET STREET 2: SUITE 310 CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: VENTRUS BIOSCIENCES INC DATE OF NAME CHANGE: 20080211 3 1 tv488251_form3.xml FORM 3 X0206 3 2018-03-08 1 0001426800 ASSEMBLY BIOSCIENCES, INC. ASMB 0001396943 COOPER GRAHAM K C/O ASSEMBLY BIOSCIENCES, INC. 11711 N. MERIDIAN STREET, SUITE 310 CARMEL IN 46032 0 1 0 0 See Remarks Remarks: Chief Financial Officer and Chief Operating Officer; Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Elizabeth H. Lacy, as Attorney-in-Fact 2018-03-12 EX-24.1 2 tv488251_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Derek A. Small, Elizabeth H. Lacy and John O. Gunderson, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of Assembly Biosciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to, the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 8, 2018.

	/s/ Graham Cooper
	Graham Cooper