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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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 *

Purcell Ernest William 		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)

1395 BRICKELL AVENUE, SUITE 1130 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2018
(Street)

MIAMI, FL 33131
(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) 268681   D    
Common Stock                  57334   I   Ernest W. Purcell & Anne M. Purcell JTTENN   (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
Stock Options (right to buy)   $4.15                    7/10/2017   (3) 7/10/2022   Common Stock   40000     40000   D    
Stock Options (right to buy)   $10                      (4) 3/3/2019   Common Stock   10000     10000   D    
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)   $4                    6/2/2015   6/2/2020   Common Stock   40000     40000   D    
Warrants (right to buy)   $6.25                    4/19/2016   4/18/2021   Common Stock   4000     4000   D    
Warrants (right to buy)   $6.25                    12/19/2016   12/19/2021   Common Stock   3200     3200   D    
Series A Convertible Preferred Stock     (8) (9)                    (7)   (7) Common Stock   26801     26801   D    

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. Purcell is deemed the beneficial owner of Ernest W. Purcell & Anne M. Purcell JTTENN.
(3)  The stock option was granted on 7/10/17 and vested immediately.
(4)  The stock option was granted on 3/3/14 and vests as follows: 20% on grant; 20% every 90 days thereafter.
(5)  The stock option was granted on 10/19/15 and vests as follows: 50% immediate and 12.5% per quarter thereafter.
(6)  The stock options were granted on 5/12/16 and vest as follows: 50% immediate; 50% quarterly over succeeding 12 months.
(7)  The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
(8)  Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD").
(9)  Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Purcell Ernest William
1395 BRICKELL AVENUE, SUITE 1130
MIAMI, FL 33131 		X



Signatures
/s/ Ernest William Purcell 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.
AudioEye (NASDAQ:AEYE)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more AudioEye Charts.
AudioEye (NASDAQ:AEYE)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more AudioEye Charts.