Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Bettis Carr

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)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Exec Chrmn/Chrmn of the Board /

(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	50000	D
Common Stock	508988	I	CSB IV US Holdings LLC ⁽¹⁾
Common Stock	18600	I	Carr Bettis IRA ⁽²⁾
Common Stock	54856	I	J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 ⁽³⁾

*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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	10/26/2015	10/26/2018	Common Stock	20000	$1.025	D
Stock Options (right to buy)	⁽⁴⁾	8/20/2018	Common Stock	8000	$12.50	D
Stock Options (right to buy)	⁽⁵⁾	3/24/2019	Common Stock	12000	$11.25	D
Stock Options (right to buy)	1/4/2016	1/14/2019	Common Stock	20000	$0.95	D
Stock Options (right to buy)	⁽⁶⁾	12/31/2021	Common Stock	80000	$0.95	D
Warrants (right to buy)	6/2/2015	6/2/2020	Common Stock	80000	$4.00	D
Warrants (right to buy)	10/26/2015	10/26/2018	Common Stock	10000	$1.025	D
Warrants (right to buy)	1/15/2016	2/14/2019	Common Stock	10000	$0.95	D
Warrants (right to buy)	2/29/2016	2/28/2019	Common Stock	20000	$1.925	D
Warrants (right to buy)	4/15/2016	4/14/2019	Common Stock	13920	$4.475	D
Warrants (right to buy)	7/15/2016	7/15/2019	Common Stock	15785	$3.90	D
Warrants (right to buy)	4/18/2016	4/17/2021	Common Stock	4000	$6.25	I	CSB IV US Holdings LLC ⁽¹⁾
Warrants (right to buy)	5/17/2016	5/16/2021	Common Stock	4480	$6.25	I	CSB IV US Holdings LLC ⁽¹⁾
Warrants (right to buy)	12/19/2016	12/19/2021	Common Stock	3200	$6.25	I	CSB IV US Holdings LLC ⁽¹⁾
Warrants (right to buy)	12/31/2014	12/31/2019	Common Stock	1875	$15.00	I	J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 ⁽³⁾
Series A Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	26801	⁽⁸⁾ ⁽⁹⁾	I	J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 ⁽³⁾

Explanation of Responses:
(1)	Dr. Bettis is deemed the sole manager of CSB IV US Holdings LLC. J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 (3) is deemed the beneficial owner of CSB IV US Holdings LLC.
(2)	Dr. Bettis is deemed the beneficial owner of Carr Bettis IRA.
(3)	Dr. Bettis is deemed the beneficial owner of J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03.
(4)	The stock option vests as follows: 50% on grant; 12.5% every 90 days thereafter.
(5)	The stock option vests as follows: 1/2 on the one-year anniversary of the date of grant; 1/48th on the monthly anniversary of the date of grant on each of the 24 months following the one-year anniversary of the date of grant.
(6)	The stock option vests as follows: subject to performance schedule and determined at the end of each calendar year.
(7)	The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
(8)	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").
(9)	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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bettis Carr 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ 85711	X		Exec Chrmn/Chrmn of the Board

Signatures
/s/ Carr Bettis__________		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.