AEYE AudioEye Inc

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 * Moradi David	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) See Remarks
(Last)          (First)          (Middle) 119 WASHINGTON AVE., SUITE 403	3. Date of Earliest Transaction (MM/DD/YYYY) 5/24/2021
(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	5/24/2021		C		153888	A	(1)	542223	D
Common Stock								2731265	I	Through Sero Capital LLC (2)

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
Series A Convertible Preferred Stock	(1)	5/24/2021		C			50000	(3)	(3)	Common Stock	153888	$0	0	D

Explanation of Responses:
(1)	Each share of Series A Convertible Preferred Stock is convertible into that number of shares of common stock determined by dividing $10 plus any accrued dividends by the conversion price of $4.385.
(2)	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.
(3)	The shares of Series A Convertible Preferred Stock were immediately convertible upon issuance and do not expire.

Remarks: David Moradi serves as Interim Chief Executive Officer and Chief Strategy Officer of the Issuer.

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

Signatures
/s/ James Spolar, Attorney-in-Fact		6/25/2021
**Signature of Reporting Person		Date
/s/ James Spolar, Attorney-in-Fact		6/25/2021
**Signature of Reporting Person		Date