Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:25PM
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, par value $0.00001
(Title of Class of Securities)
050734201
(CUSIP Number)
December 31, 2020
(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)
x Rule 13d-1(c)
¨ 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).
CUSIP No. 050734201
1.
|
Names
of Reporting Persons
|
|
|
|
Scott Stewart Miller
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
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(a) ¨
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(b) x
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|
|
3.
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SEC Use Only
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|
|
4.
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Citizenship or Place of Organization
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|
|
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USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE
VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
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819,900
0
819,900
0
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
819,900
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|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
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|
|
11.
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Percent of Class Represented by Amount in Row (9)
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|
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8.0%
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12.
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Type of Reporting Person (See Instructions)
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IN
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Note:
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Ownership information above is as of the end of business on February 12, 2021, the
business day before the date of filing of this Schedule 13G.
|
CUSIP No. 050734201
1.
|
Names
of Reporting Persons
|
|
|
|
Greenhaven Road Investment
Management, LP
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
|
(a) ¨
|
|
(b) x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
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Delaware, USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE
VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
|
819,900
0
819,900
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
819,900
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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8.0%
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
Note:
|
Ownership
information above is as of the end of business on February 12, 2021, the business day
before the date of filing of this Schedule 13G.
|
CUSIP No. 050734201
1.
|
Names
of Reporting Persons
|
|
|
|
MVM Funds, LLC
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
|
(a) ¨
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|
(b) x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
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New York, USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE
VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
|
819,900
0
819,900
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
819,900
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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8.0%
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|
|
12.
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Type of Reporting Person (See Instructions)
|
|
|
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OO
|
Note:
|
Ownership
information above is as of the end of business on February 12, 2021, the business day
before the date of filing of this Schedule 13G.
|
CUSIP No. 050734201
1.
|
Names
of Reporting Persons
|
|
|
|
Greenhaven Road Capital
Fund 1, L.P.
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
|
(a) ¨
|
|
(b) x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware, USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE
VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
|
337,162
0
337,162
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
337,162
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|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
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3.3%
|
|
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12.
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Type of Reporting Person (See Instructions)
|
|
|
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PN
|
Note:
|
Ownership
information above is as of the end of business on February 12, 2021, the business day
before the date of filing of this Schedule 13G.
|
CUSIP No. 050734201
1.
|
Names
of Reporting Persons
|
|
|
|
Greenhaven Road Capital
Fund 2, L.P.
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
|
(a) ¨
|
|
(b) x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware, USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE
VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
|
482,738
0
482,738
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
482,738
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
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4.7%
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
Note:
|
Ownership
information above is as of the end of business on February 12, 2021, the business day
before the date of filing of this Schedule 13G.
|
Item 1.
(a)
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The
name of the issuer is AudioEye, Inc. (the “Issuer”).
|
(b)
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The
principal executive offices of the Issuer are located at 5210 East Williams Circle, Suite
750, Tucson, Arizona 85711.
|
Item 2.
(a)
|
This
Schedule 13G (this “Statement” or this “Schedule 13G”)
is being filed by: (1) Scott Stewart Miller (“Mr. Miller”); (2) Greenhaven
Road Investment Management, LP, a Delaware limited partnership (the “Investment
Manager”); (3) MVM Funds, LLC, a New York limited liability company (the
“General Partner”); (4) Greenhaven Road Capital Fund 1, L.P., a Delaware
limited partnership (“Fund 1”); and (5) Greenhaven Road Capital
Fund 2, L.P., a Delaware limited partnership (“Fund 2”, and together
with Fund 1, the “Funds”) (all of the foregoing, collectively, the
“Reporting Persons”). Each Fund is a private investment vehicle. The
Funds directly beneficially own the Common Stock (as defined below) reported in this
Statement. The Investment Manager is the investment manager of the Funds. The General
Partner is the general partner of the Funds and the Investment Manager. Mr. Miller is
the controlling person of the General Partner. Mr. Miller, the Investment Manager and
the General Partner may be deemed to beneficially own the Common Stock directly beneficially
owned by the Funds. Each Reporting Person disclaims beneficial ownership with respect
to any shares other than the shares directly beneficially owned by such Reporting Person.
|
(b)
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The
principal business office of the Reporting Persons is c/o Royce & Associates LLC,
8 Sound Shore Drive, Suite 190, Greenwich, CT 06830.
|
(c)
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For
citizenship information see Item 4 of the cover page of each Reporting Person.
|
(d)
|
This
Statement relates to the common stock, par value $0.00001 per share, of the Issuer (the
“Common Stock”).
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(e)
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The
CUSIP Number of the Common Stock is 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)
|
¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
¨
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
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¨
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An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
(g)
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¨
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A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
(h)
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¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
(i)
|
¨
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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);
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(j)
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¨
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A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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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:
Item 4. Ownership.
See Items 5-9 and 11 on the cover
page for each Reporting Person, and Item 2, which information is given as of the end of business February 12, 2021, the business
day before the date of filing of this Schedule 13G. Percentages of beneficial ownership based on 10,286,394 shares outstanding
as of February 3, 2021, as disclosed in the Issuer’s Form 424B5 filed with the Securities and Exchange Commission on February
12, 2021.
As of the Event Date of December
31, 2020, the beneficial ownership of the Reporting Persons was as follows:
|
·
|
Fund 1 directly beneficially owned 349,037 shares of Common Stock, representing 3.5% of all of the outstanding shares of Common
Stock.
|
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·
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Fund 2 directly beneficially owned 499,741 shares of Common Stock, representing 5.0% of all of the outstanding shares of Common
Stock.
|
|
·
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Collectively, Fund 1 and Fund 2 directly beneficially owned 848,778 shares of Common Stock, representing 8.5% of all of the
outstanding shares of Common Stock.
|
The Event Date percentages of
beneficial ownership are based on 10,020,128 shares of the Issuer’s common stock outstanding as of November 6, 2020, as
disclosed in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
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.
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. Certification.
(c)
|
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
|
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 16, 2021
Scott Stewart Miller
Greenhaven Road Investment
Management, LP
MVM Funds, LLC
Greenhaven Road Capital Fund
1, L.P.
Greenhaven Road Capital Fund
2, L.P.
By:
|
/s/ Scott Stewart Miller
|
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Scott Stewart Miller,
for himself and as the Managing Member of the General Partner (for itself and on behalf of the Funds and the Investment Manager)
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