AUDIOEYE INC — Director's Dealing 2020

May 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2020-05-20

Reporting Person: ZYNGIER ALEXANDRE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	16920	—	Acquired	57680	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123430	Indirect
Common Stock	10400	Indirect

Footnotes

F1: Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2019 Equity Incentive Plan (as amended and restated on May 18, 2020), which RSUs will vest on the first anniversary of the Grant Date (i.e., on May 20, 2021), subject to the Reporting Person's continuing service with the Issuer through such date, and, if vested, will be settled on the earlier of (i) the 7th anniversary of the Grant Date (i.e., on May 20, 2027) and (ii) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

F2: Mr. Zyngier is deemed the beneficial owner of Equity Trust Custodian, FBO Alexandre Zyngier IRA.

F3: Mr. Zyngier is deemed the beneficial owner of HZ Investments Family LP.