AUDIOEYE INC — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2021-03-11

Reporting Person: Moradi David (Director, See Remarks, 10% Owner)
Reporting Person: Sero Capital LLC (Director, See Remarks, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-11	Common Stock	A	50000	—	Acquired	388335	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2731265	Indirect

Footnotes

F1: Represents the grant of performance-based restricted stock units ("PSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan (the "Plan"), which PSUs will be earned and vest upon the earlier of (i) the Volume Weight Average Price ("VWAP") of AudioEye, Inc.'s (the "Issuer") common stock being in excess of $100 on The Nasdaq Stock Market LLC over 20 consecutive trading days prior to March 11, 2026 while David Moradi is serving as Interim Chief Executive Officer or Chief Strategic Officer of the Issuer or (ii) the termination of David Moradi's employment with the Issuer by the Issuer without cause prior to March 11, 2026, and will be settled promptly after the vesting date.

F2: Securities of the Issuer held directly by David Moradi, including PSUs and other derivative securities that can be settled solely in stock.

F3: Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.