ANDR Andrea Electronics Corporation (PK)

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 * MIGLIOZZI JOSEPH J	2. Issuer Name and Ticker or Trading Symbol ANDREA ELECTRONICS CORP [ ANDR ]	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) C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVE, SUITE 1-B	3. Date of Earliest Transaction (MM/DD/YYYY) 8/18/2020
(Street) BOHEMIA, NY 11716 (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	8/18/2020		P		171731	A	$0.0303	1237992	D
Common Stock	8/20/2020		P		500	A	$0.0547	1238492	D

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
Employee Stock Option (right to buy)	$0.05							11/16/2017 (1)	11/16/2026	Common Stock	225000		225000	D
Employee Stock Option (right to buy)	$0.08							9/22/2011 (4)	9/22/2020	Common Stock	62500		62500	D
Employee Stock Option (right to buy)	$0.07							10/2/2014 (3)	10/2/2024	Common Stock	100000		100000	D
Employee Stock Option (right to buy)	$0.08							10/21/2015 (2)	10/21/2024	Common Stock	150000		150000	D

Explanation of Responses:
(1)	Stock Options granted on November 16, 2016 will vest as follows: 33.3% on November 16, 2017, 33.3% on November 16, 2018 and 33.4% November 16, 2019.
(2)	Stock Options granted on October 21, 2014 will vest as follows: 33.3% on October 21, 2015, 33.3% on October 21, 2016 and 33.4% on October 21, 2017.
(3)	Stock Options granted on October 2, 2014 will vest as follows: 33.3% on October 2, 2014, 33.3% on October 2, 2015 and 33.4% on October 2, 2016.
(4)	Stock Options granted on September 22, 2010 vested as follows: 33.3% on March 22, 2011, 33.3% on September 22, 2011 and 33.4% on March 22, 2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MIGLIOZZI JOSEPH J C/O ANDREA ELECTRONICS CORPORATION 620 JOHNSON AVE, SUITE 1-B BOHEMIA, NY 11716	X

Signatures
/s/ Joseph J. Migliozzi		8/25/2020
**Signature of Reporting Person		Date