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AUDIOEYE INC — Director's Dealing 2018
Sep 4, 2018
33790_dirs_2018-09-04_3febb12f-2723-4e08-8e64-ef01c08df1b8.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2018-09-04
Reporting Person: Sero Capital LLC (10% Owner)
Reporting Person: Moradi David (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 155169 | Direct |
| Common Stock | 1656740 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Convertible Preferred Stock | $ | Common Stock () | Direct | ||
| Warrants (right to buy) | $10.00 | 2020-01-15 | Common Stock (57334) | Direct | |
| Warrants (right to buy) | $15.00 | 2020-01-15 | Common Stock (56250) | Direct | |
| Warrants (right to buy) | $6.25 | 2021-04-19 | Common Stock (4000) | Direct | |
| Warrants (right to buy) | $2.50 | 2020-11-06 | Common Stock (590000) | Indirect | |
| Warrants (right to buy) | $2.50 | 2022-11-17 | Common Stock (295000) | Indirect | |
| Warrants (right to buy) | $6.25 | 2022-09-29 | Common Stock (42858) | Indirect |
Footnotes
F1: Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.
F2: Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Sole Member of Sero Capital and may be deemed to direct all voting and investment
decisions made by Sero Capital.
F3: The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
F4: 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"). 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.
F5: (Continued from Footnote 4) 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.