Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Sternberg Lonny

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/27/2019

3. Issuer Name and Ticker or Trading Symbol

AUDIOEYE INC [AEYE]

(Last) (First) (Middle)

C/O AUDIOEYE, INC., 5210 E. WILLIAMS CIRCLE, SUITE 750

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer /

(Street)

TUCSON, AZ 85711

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/20/2019	Common Stock	2800	$15.25	D
Stock Option (right to buy)	⁽²⁾	3/12/2020	Common Stock	840	$11.00	D
Stock Option (right to buy)	⁽³⁾	11/4/2020	Common Stock	1973	$0.93	D
Stock Option (right to buy)	⁽⁴⁾	11/30/2020	Common Stock	2676	$1.18	D
Stock Option (right to buy)	⁽⁵⁾	12/2/2021	Common Stock	2751	$3.03	D
Stock Option (right to buy)	⁽⁶⁾	3/26/2023	Common Stock	10000	$6.45	D

Explanation of Responses:
(1)	The stock option became exercisable as to 1,400 shares on the one-year anniversary of the date of grant (10/20/2015) and become exercisable as to the remaining 1,400 shares in 24 equal monthly installments commencing 11/20/2015 and continuing on the same day of each of the 23 months thereafter.
(2)	The stock option became exercisable as to 420 shares on the one-year anniversary of the date of grant (03/12/2016) and become exercisable as to the remaining 420 shares in 24 equal monthly installments commencing 04/12/2016 and continuing on the same day of each of the 23 months thereafter.
(3)	The stock option was granted on 11/04/2015 and became exercisable immediately.
(4)	The stock option became exercisable as to 1,338 shares on the one-year anniversary of the date of grant (11/30/2016) and became exercisable as to the remaining 1,338 shares in 24 equal monthly installments commencing 12/30/2016 and continuing on the same day of each of the 23 months thereafter.
(5)	The stock option became exercisable as to 1,375 shares in 12 equal monthly installments commencing 01/01/2017 and continuing on the same day of each of the 11 months thereafter and as to 688 shares in 12 equal monthly installments commencing 01/01/2018 and continuing on the same day of each of the 11 months thereafter. The stock option becomes exercisable as to the remaining 688 shares in 12 equal monthly installments commencing 01/01/2019 and continuing on the same day of each of the 11 months thereafter.
(6)	The stock option was granted on 03/26/2018 and became exercisable immediately.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sternberg Lonny C/O AUDIOEYE, INC. 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ 85711			Chief Operating Officer

Signatures
/s/ Lonny Sternberg		3/8/2019
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.