Sec Form 4 Filing - Dunlop Derek @ Asset Entities Inc. - 2024-02-22

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dunlop Derek 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 (Last) (First) (Middle) C/O ASSET ENTITIES INC.,, 100 CRESCENT CT, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2024 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dunlop Derek C/O ASSET ENTITIES INC., 100 CRESCENT CT, 7TH FLOOR DALLAS, TX75201 X Chief Experience Officer Signatures /s/ Matthew Krueger, Attorney-In-Fact 02/22/2024 Signature of Reporting Person Date

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.

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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