Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 5:40PM
Edgar (US Regulatory)
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 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
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1. Name and Address of Reporting Person
*
Sero Capital LLC |
2. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC
[
AEYE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
119 WASHINGTON AVE., SUITE 403 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2020 |
(Street)
MIAMI BEACH, FL 33139
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/20/2020 | | A(2) | | 17857 | A | (2) | 184306 | D (1) | |
Common Stock | 5/20/2020 | | A(3) | | 11280 | A | (3) | 195586 | D (1) | |
Common Stock | | | | | | | | 2584598 | I | Through Sero Capital LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi. |
(2) | Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2019 Equity Incentive Plan, as amended and restated on May 18, 2020 (the "Plan"), which RSUs will vest on November 8, 2020, subject to the Reporting Person's continuing service with the Issuer through such date, and will be settled promptly after the vesting date but no later than March 15, 2021. |
(3) | Reflects the grant of RSUs under the Plan, which RSUs will vest on the first anniversary of the Grant Date (i.e., on May 20, 2021), subject to the Reporting Person's continuing service with the Issuer through such date, and will be settled on the earlier of (i) the 7th anniversary of the Grant Date (i.e., on May 20, 2027) and (ii) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5). |
(4) | Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sero Capital LLC 119 WASHINGTON AVE., SUITE 403 MIAMI BEACH, FL 33139 | X | X |
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Moradi David 119 WASHINGTON AVE, SUITE 403 MIAMI BEACH, FL 33139 | X | X |
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Signatures
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SERO CAPITAL LLC, Name: /s/ David Moradi, Title: Managing Partner | | 5/22/2020 |
**Signature of Reporting Person | Date |
/s/ David Moradi | | 5/22/2020 |
**Signature of Reporting Person | Date |
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