AUDIOEYE INC — Director's Dealing 2018

Dec 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2018-12-28

Reporting Person: Bettis Carr (Director, Exec Chrmn/Chrmn of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-28	Common Stock	M	30000	$1.025	Acquired	80000	Direct
2018-12-31	Common Stock	A	20000	—	Acquired	100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-28	Stock Options (right to buy)	$1.025	M	20000	Disposed	2018-12-31	Common Stock (20000)	Direct
2018-12-28	Warrants (right to buy)	$1.025	M	10000	Disposed	2018-12-31	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	508988	Indirect
Common Stock	18600	Indirect
Common Stock	54856	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$11.25	2019-03-24	Common Stock (12000)	12000	Direct
Stock Options (right to buy)	$0.95	2019-01-14	Common Stock (20000)	20000	Direct
Stock Options (right to buy)	$0.95	2021-12-31	Common Stock (80000)	80000	Direct
Warrants (right to buy)	$4	2020-06-02	Common Stock (80000)	80000	Direct
Warrants (right to buy)	$0.95	2019-02-14	Common Stock (10000)	10000	Direct
Warrants (right to buy)	$1.925	2019-02-28	Common Stock (20000)	20000	Direct
Warrants (right to buy)	$4.475	2019-04-14	Common Stock (13920)	13920	Direct
Warrants (right to buy)	$3.9	2019-07-15	Common Stock (15785)	15785	Direct
Warrants (right to buy)	$6.25	2021-04-17	Common Stock (4000)	4000	Indirect
Warrants (right to buy)	$6.25	2021-05-16	Common Stock (4480)	4480	Indirect
Warrants (right to buy)	$6.25	2021-12-19	Common Stock (3200)	3200	Indirect
Warrants (right to buy)	$15	2019-12-31	Common Stock (1875)	1875	Indirect
Series A Convertible Preferred Stock	$		Common Stock (26801)	26801	Indirect

Footnotes

F1: The reported transaction constitutes a grant of restricted stock units, which were granted under the Issuer's Stock Incentive Plan, subject to vesting and settlement conditions.

F2: Dr. Bettis is deemed the sole manager of CSB IV US Holdings LLC. J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 (3) is deemed the beneficial owner of CSB IV US Holdings LLC.

F3: Dr. Bettis is deemed the beneficial owner of Carr Bettis IRA.

F4: Dr. Bettis is deemed the beneficial owner of J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03.

F5: On December 28, 2018, AudioEye, Inc. issued 20,000 shares of common stock to Dr. Bettis upon the cash exercise of Stock Options at an exercise price of $1.025. The option was originally granted on October 26, 2015 with an extended expiration date to December 31, 2018.

F6: On December 28, 2018, AudioEye, Inc. issued 10,000 shares of common stock to Dr. Bettis upon the cash exercise of Warrants at an exercise price of $1.025. The option was originally granted on October 26, 2015 with an extended expiration date to December 31, 2018.

F7: The stock option vests as follows: 1/2 on the one-year anniversary of the date of grant; 1/48th on the monthly anniversary of the date of grant on each of the 24 months following the one-year anniversary of the date of grant.

F8: The stock option vests as follows: subject to performance schedule and determined at the end of each calendar year.

F9: The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.

F10: Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD").

F11: Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.