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: Thompson Heath (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	88766	—	Acquired	88766	Direct

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). The RSUs will vest in three approximately equal installments on each of the first three anniversaries of the grant date, subject to the Reporting Person's continuous service with the Issuer through each vesting date. The RSUs, if vested, will be settled promptly following each vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which the vesting date occurs.