Initial Statement of Beneficial Ownership (3)
September 04 2018 - 4:34PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Sero Capital LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/4/2018
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3. Issuer Name
and
Ticker or Trading Symbol
AUDIOEYE INC [AEYE]
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(Last)
(First)
(Middle)
1333 2ND STREET, 3RD FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SANTA MONICA, CA 90401
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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155169
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D
(1)
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Common Stock
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1656740
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I
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Through Sero Capital LLC
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(3)
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(3)
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Common Stock
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(4)
(5)
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(4)
(5)
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D
(1)
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Warrants (right to buy)
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1/30/2014
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1/15/2020
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Common Stock
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57334
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$10.00
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D
(1)
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Warrants (right to buy)
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1/15/2015
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1/15/2020
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Common Stock
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56250
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$15.00
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D
(1)
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Warrants (right to buy)
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4/19/2016
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4/19/2021
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Common Stock
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4000
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$6.25
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D
(1)
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Warrants (right to buy)
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11/6/2015
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11/6/2020
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Common Stock
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590000
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$2.50
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I
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Through Sero Capital LLC
(2)
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Warrants (right to buy)
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11/17/2017
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11/17/2022
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Common Stock
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295000
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$2.50
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I
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Through Sero Capital LLC
(2)
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Warrants (right to buy)
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8/23/2018
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9/29/2022
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Common Stock
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42858
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$6.25
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I
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Through Sero Capital LLC
(2)
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Explanation of Responses:
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(1)
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Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.
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(2)
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Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Sole Member of Sero Capital and may be deemed to direct all voting and investment
decisions made by Sero Capital.
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(3)
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The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
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(4)
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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"). 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.
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(5)
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(Continued from Footnote 4) 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sero Capital LLC
1333 2ND STREET, 3RD FLOOR
SANTA MONICA, CA 90401
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X
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Moradi David
1333 2ND STREET, 3RD FLOOR
SANTA MONICA, CA 90401
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X
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Signatures
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SERO CAPITAL LLC, /s/ David Moradi, Sole Member
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9/4/2018
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**
Signature of Reporting Person
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Date
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DAVID MORADI, /s/ David Moradi
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9/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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