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 * Bettis Carr 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
__X__ Officer (give title below)    _____ Other (specify below)
Exec Chrmn/Chrmn of the Board
(Last)         (First)         (Middle)
C/O AUDIOEYE, INC., 5210 E. WILLIAMS CIRCLE, SUITE 750
3. Date of Earliest Transaction (MM/DD/YYYY)
5/29/2020
(Street)
TUCSON, AZ 85711
(City)       (State)       (Zip)
4. 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 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  5/29/2020    M    80000  A $4.00  356577  D   
Common Stock  5/29/2020    F    37080  D $8.63  319497  D   
Common Stock                 508988  I  CSB IV US Holdings, LLC (2)
Common Stock                 18600  I  Carr Bettis IRA (3)
Common Stock                 54856  I  J. Carr & Stephanie V. Bettis Revocable Trust, Dated January 1, 2003 (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
Warrants (right to buy)  $4.00  5/29/2020    M        80000   6/2/2015  6/2/2020  Common stock  80000   (1) 0  D   

Explanation of Responses:
(1)  The warrants were awarded for services.
(2)  Dr. Bettis is deemed to be a beneficial owner of CSB IV US Holdings LLC.
(3)  Dr. Bettis is deemed to be the beneficial owner of the Carr Bettis IRA.
(4)  Dr. Bettis is deemed to be a beneficial owner of the J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003.

Remarks:
The transactions reported in the above Table 1 Rows 1 and 2 reflect the cashless exercise of warrants. The cashless exercise of the warrants is reported in two lines.
The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the
warrants had cash been paid to exercise the warrants, together with the exercise price with code A for acquired. The line coded F in Column 3 of Table I relates
to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay
for the cashless exercise of such warrants with code D for disposal. The number of shares on a net basis actually owned by the Reporting Person after the cashless
exercise is set forth in line 2 column 5. The transactions reported in Table II above reflect the disposition of the same warrants whose cashless exercise is disclosed
in Table I above. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bettis Carr
C/O AUDIOEYE, INC.
5210 E. WILLIAMS CIRCLE, SUITE 750
TUCSON, AZ 85711
X X Exec Chrmn/Chrmn of the Board

Signatures
/s/ Carr Bettis 5/29/2020
**Signature of Reporting Person Date
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