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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	48000	—	Acquired	276577	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	508988	Indirect
Common Stock	18600	Indirect
Common Stock	54856	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 continuous service with the Company through such vesting date. Such RSUs will be settled promptly following the vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs.

F2: Dr. Bettis is deemed to be a beneficial owner of CSB IV US Holdings LLC.

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

F4: Dr. Bettis is deemed to be a beneficial owner of the J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003.