AUDIOEYE INC — Director's Dealing 2019

Jun 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2019-06-03

Reporting Person: Purcell Ernest William (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-03	Common Stock	A	11280	—	Acquired	279961	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57334	Indirect

Footnotes

F1: Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2019 Equity Incentive Plan, which RSUs will vest on the first anniversary of the Grant Date (i.e., on June 3, 2020), subject to the Reporting Person's continuing service with the Issuer through such date, and will be settled on the earlier of (i) the 7th anniversary of the Grant Date (i.e., on June 3, 2026) and (ii) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

F2: Mr. Purcell is deemed a beneficial owner of shares held by Ernest W. Purcell & Anne M. Purcell JTTENN.