Statement of Changes in Beneficial Ownership (4)
March 12 2021 - 4:14PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Moradi David |
2. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC
[
AEYE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
119 WASHINGTON AVE., SUITE 403 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/11/2021 |
(Street)
MIAMI BEACH, FL 33139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/11/2021 | | A | | 50000 (1) | A | $0 | 388335 (2) | D | |
Common Stock | | | | | | | | 2731265 (3) | I | Through Sero Capital LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Represents the grant of performance-based restricted stock units ("PSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan (the "Plan"), which PSUs will be earned and vest upon the earlier of (i) the Volume Weight Average Price ("VWAP") of AudioEye, Inc.'s (the "Issuer") common stock being in excess of $100 on The Nasdaq Stock Market LLC over 20 consecutive trading days prior to March 11, 2026 while David Moradi is serving as Interim Chief Executive Officer or Chief Strategic Officer of the Issuer or (ii) the termination of David Moradi's employment with the Issuer by the Issuer without cause prior to March 11, 2026, and will be settled promptly after the vesting date. |
(2) | Securities of the Issuer held directly by David Moradi, including PSUs and other derivative securities that can be settled solely in stock. |
(3) | Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital. |
Remarks: David Moradi serves as Interim Chief Executive Officer and Chief Strategy Officer of the Issuer. In addition to the PSUs reported above, on March 11, 2021, David Moradi was granted an additional 50,000 PSUs, which are not included on this Form 4, that will vest upon the Issuer meeting certain revenue targets. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Moradi David 119 WASHINGTON AVE. SUITE 403 MIAMI BEACH, FL 33139 | X | X | See Remarks |
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Sero Capital LLC 119 WASHINGTON AVE. SUITE 403 MIAMI BEACH, FL 33139 | X | X | See Remarks |
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Signatures
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/s/ Amra Hoso, Attorney-in-Fact | | 3/12/2021 |
**Signature of Reporting Person | Date |
/s/ Amra Hoso, Attorney-in-Fact | | 3/12/2021 |
**Signature of Reporting Person | Date |
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