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 *

ZYNGIER ALEXANDRE 		2. Issuer Name and Ticker or Trading Symbol

AUDIOEYE INC [ AEYE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

286 MADISON AVENUE, 8TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/26/2018
(Street)

NEW YORK, NY 10017
(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   12/31/2018     A (1)    11280   A   (1) 29480   D    
Common Stock   10/29/2018     J (4)    13384   A $3.75   63430   I   Equity Trust Custodian, FBO Alexandre Zyngier IRA   (2)
Common Stock                  10400   I   HZ Investments Family LP   (3)

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)   $2.5   9/26/2018     J   (4)    20000       9/26/2018   9/26/2023   Common Stock   20000   $0   20000   I   Equity Trust Custodian, FBO Alexandre Zyngier IRA   (2)
Stock Options (right to buy)   $1.025                      (5) 10/23/2020   Common Stock   30000     30000   D    
Stock Options (right to buy)   $4.425                      (6) 5/12/2021   Common Stock   28000     28000   D    
Stock Options (right to buy)   $4.425                      (6) 5/12/2021   Common Stock   12000     12000   D    
Warrants (right to buy)   $2.50                    10/16/2015   10/16/2020   Common Stock   40000     40000   I   Equity Trust Custodian, FBO Alexandre Zyngier IRA   (2)

Explanation of Responses:
(1)  The reported transaction constitutes a grant of restricted stock units, which were granted under the Issuer's Stock Incentive Plan, subject to vesting and settlement conditions.
(2)  Mr. Zyngier is deemed the beneficial owner of Equity Trust Custodian, FBO Alexandre Zyngier IRA.
(3)  Mr. Zyngier is deemed the beneficial owner of HZ Investments Family LP.
(4)  As previously disclosed, investors in the October 2015 transaction had the right, within a three-year period, to purchase an additional note and warrant. The reporting person exercised their right and received 20,000 warrants on the exercise date and 13,384 shares of common stock following maturity of the note.
(5)  The stock options vest as follows: 50% immediate and 12.5% per quarter.
(6)  The stock options vest as follows: 50% immediate; 50% quarterly over succeeding 12 months.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ZYNGIER ALEXANDRE
286 MADISON AVENUE, 8TH FLOOR
NEW YORK, NY 10017 		X



Signatures
/s/ Alexandre Zyngier 12/31/2018
** 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 4(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.
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