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 *

Bradley Sean D. 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CTO, Co-Founder
(Last)          (First)          (Middle)

C/O AUDIOEYE, INC., 5210 E. WILLIAMS CIRCLE, SUITE 750 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/15/2019
(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   1/15/2019     M (1)    6000   A $0.95   25517   D    
Common Stock   1/15/2019     F (2)    729   D $7.822   24788   D    
Common Stock                  173864   I   Banyon Tree LLC   (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
Stock Options (right to buy)   $0.95   1/15/2019     M         6000    1/15/2016   1/15/2019   Common Stock   6000   $0   0   D    
Stock Options (right to buy)   $0.95                      (4) 1/15/2021   Common Stock   60000     60000   D    
Stock Options (right to buy)   $4.475                    1/4/2016   4/15/2019   Common Stock   1989     1989   D    
Stock Options (right to buy)   $3.90                    7/15/2016   7/15/2019   Common Stock   2255     2255   D    
Stock Options (right to buy)   $3.125                    10/15/2016   10/15/2019   Common Stock   2464     2464   D    
Warrants (right to buy)   $10                    11/12/2013   11/12/2018   Common Stock   128     128   D    
Series A Convertible Preferred Stock     (5) (6)                    (7)   (7) Common Stock   11007     11007   D    

Explanation of Responses:
(1)  Reflects the exercise of stock options.
(2)  Represents 729 shares withheld by the Issuer upon the exercise of stock options to cover the exercise price of the options based on a weighted average market price of $7.822 per share.
(3)  Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC.
(4)  The stock option vested as follows: subject to performance schedule and determined at the end of each calendar year.
(5)  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").
(6)  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.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bradley Sean D.
C/O AUDIOEYE, INC.
5210 E. WILLIAMS CIRCLE, SUITE 750
TUCSON, AZ 85711

President, CTO, Co-Founder

Signatures
/s/ Sean Bradley 1/16/2019
** 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 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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