Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AudioEye,
Inc.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
050734201
|
(CUSIP Number)
|
|
December 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
|
NAMES OF REPORTING PERSONS
Ernest Purcell
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE
ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
482,266
shares(1)
|
6
|
SHARED VOTING
POWER
|
0
shares
|
7
|
SOLE DISPOSITIVE POWER
|
482,266
shares(1)
|
8
|
SHARED DISPOSITIVE
POWER
|
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
482,266
shares(1)
|
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.3%(2)
|
12
|
TYPE OF REPORTING
PERSON (See Instructions)
|
IN
|
(1)
|
Comprised of (i) 239,601 shares of common stock, options to
purchase 110,000 shares of common stock that were exercisable as of or within 60 days after December 31, 2019, warrants to
purchase 47,200 shares of common stock that were exercisable as of or within 60 days after December 31, 2019, and 28,131
shares of common stock that were issuable as of or within 60 days after December 31, 2019 upon conversion of 10,000
shares of Series A Convertible Preferred Stock (including accrued dividends), each held by Ernest Purcell; (ii) 4,000
shares of Common Stock held by Ernest W. Purcell & Anne M. Purcell JT TEN, an account for which Mr. Purcell is
deemed a beneficial owner; and (iii) 53,334 shares of Common Stock held by the Amended and Restated Ernest W.
Purcell Living Trust dated October 18, 2019, of which Mr. Purcell is deemed a beneficial owner.
|
(2)
|
Based on 8,876,553 shares outstanding as of December 31, 2019.
|
Item 1(a)
|
Name of Issuer:
AudioEye, Inc.
|
Item 1(b)
|
Address of Issuer’s Principal
Executive Offices:
5210 E. Williams Circle, Suite 750, Tucson,
AZ 85711
|
Item 2(a)
|
Name of Person Filing:
Ernest Purcell
|
Item 2(b)
|
Address of Principal Business Office
or, if none, Residence:
c/o AudioEye, Inc., 5210 E. Williams Circle,
Suite 750, Tucson, AZ 85711
|
Item 2(c)
|
Citizenship:
Ernest Purcell - United States citizen
|
Item 2(d)
|
Title of Class of Securities:
Common Stock
|
Item 2(e)
|
CUSIP No.: 050734201
|
Item 3.
|
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) ¨ A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution.
Not applicable
|
Item 4.
|
Ownership:
The following information with respect
to the ownership of AudioEye, Inc.’s Common Stock by the Reporting Persons is provided as of December 31, 2018:
(a) Amount
beneficially owned: See Row 9 of cover page for each Reporting Person.
(b) Percent
of class: See Row 11 of cover page for each Reporting Person.
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared
power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole
power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared
power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of
a Class:
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: ¨
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person:
Not applicable
|
Item 7.
|
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable
|
Item 8.
|
Identification and Classification of
Members of the Group:
Not applicable
|
Item 9.
|
Notice of Dissolution of Group:
Not applicable
|
Item 10.
|
Certifications:
Not applicable
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Dated: February 14, 2020
|
|
|
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/s/ ERNEST PURCELL
|
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ERNEST PURCELL (Signature)
|
|
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom
copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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