FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bradley Sean D.

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/4/2018 

3. Issuer Name and Ticker or Trading Symbol

AUDIOEYE INC [AEYE]

(Last)        (First)        (Middle)

5210 E. WILLIAMS CIRCLE, SUITE 750

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President, CTO, Co-Founder /

(Street)

TUCSON, AZ 85711       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   19517   D    
Common Stock   173864   I   Banyon Tree LLC   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)   1/4/2016   1/15/2019   Common Stock   6000   $0.95   D    
Stock Options (right to buy)     (2) 1/15/2021   Common Stock   60000   $0.95   D    
Stock Options (right to buy)   1/4/2016   4/15/2019   Common Stock   1989   $4.475   D    
Stock Options (right to buy)   7/15/2016   7/15/2019   Common Stock   2255   $3.9   D    
Stock Options (right to buy)   10/15/2016   10/15/2019   Common Stock   2464   $3.125   D    
Warrants (right to buy)   11/12/2013   11/12/2018   Common Stock   128   $10   D    
Series A Convertible Preferred Stock     (3)   (3) Common Stock   11007     (4) (5) D    

Explanation of Responses:
(1)  Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC.
(2)  The stock option vests as follows: subject to performance schedule and determined at the end of each calendar year.
(3)  The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
(4)  Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD").
(5)  Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bradley Sean D.
5210 E. WILLIAMS CIRCLE, SUITE 750
TUCSON, AZ 85711


President, CTO, Co-Founder

Signatures
/s/ Sean Bradley 9/4/2018
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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