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
                      
1. Name and Address of Reporting Person * Sero Capital LLC 2. Issuer Name and Ticker or Trading Symbol AUDIOEYE INC [ AEYE ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
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)
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.

Remarks:
Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sero Capital LLC
119 WASHINGTON AVE., SUITE 403
MIAMI BEACH, FL 33139
X X

Moradi David
119 WASHINGTON AVE, SUITE 403
MIAMI BEACH, FL 33139
X X


Signatures
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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