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 *

MARIO ERNEST
2. Issuer Name and Ticker or Trading Symbol

EYENOVIA, INC. [ EYEN ]
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 EYENOVIA, INC., 295 MADISON AVENUE, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2020
(Street)

NEW YORK, NY 10017
(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, par value $.0001 3/24/2020  P  82431 A$2.27 (1)327239 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Warrant $2.27 (3)3/24/2020  P   41216 (4)   3/24/2020 3/24/2021 Common Stock 41216  (1)41216 D  
Class B Warrant $2.724 (3)3/24/2020  P   61823 (4)   3/24/2020 3/24/2025 Common Stock 61823  (1)61823 D  
Stock Option (right to buy) $1.24           3/23/2015 3/23/2025 Common Stock 40000  40000 D  
Stock Option (right to buy) $1.95            (5)7/7/2027 Common Stock 33334  33334 D  
Stock Option (right to buy) $6.20            (5)7/24/2028 Common Stock 4465  4465 D  
Stock Option (right to buy) $3.11            (6)8/16/2029 Common Stock 9057  9057 D  

Explanation of Responses:
(1) On March 24, 2020, the Reporting Person purchased Units from the Issuer in a private placement, with each Unit consisting of (a) one share of the Issuer's common stock, (b) a Class A Warrant representing the right to acquire 0.5 shares of the Issuer's common stock and (c) a Class B Warrant representing the right to acquire 0.75 shares of the Issuer's common stock. The purchase price for each Unit was $2.42625 of which $2.27 was for the share of the Issuer's common stock, $0.06250 was for the Class A Warrant and $0.09375 was for the Class B Warrant.
(2) The amount of shares beneficially owned by the Reporting Person has been adjusted to reflect shares of the Issuer's common stock that are no longer beneficially attributed to the Reporting Person since he resigned as trustee of the Mario 2002 Children's Trust.
(3) The exercise price per share of the Issuer's common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
(4) The number of shares of Issuer common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
(5) The option is fully vested.
(6) The option becomes exercisable on the earlier of August 16, 2020 or the date of the Issuer's 2020 annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors and acceleration upon change in control.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MARIO ERNEST
C/O EYENOVIA, INC.
295 MADISON AVENUE, SUITE 2400
NEW YORK, NY 10017
X



Signatures
/s/ S. Halle Vakani, Attorney-in-Fact3/26/2020
**Signature of Reporting PersonDate

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