AUDIOEYE INC — Director's Dealing 2021

Feb 26, 2021

SEC Form 3/A — Form 3/A

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2018-09-04

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	128180	Direct
Common Stock	27593	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (10000)		Indirect

Footnotes

F1: The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently understated the reporting person's direct holdings by 840 shares.

F2: The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently reported certain shares of Series A Convertible Preferred Stock held by the J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 (the "Trust") as shares of common stock, overstating the number of shares of common stock held by the Trust by 27,263 shares.

F3: Dr. Bettis is deemed to be a beneficial owner of the J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003.

F4: The shares of Series A Preferred Stock were immediately convertible upon issuance and do not expire.

F5: The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently overstated the number shares of Series A Preferred Stock held by the Trust by 16,801 shares.

F6: Each share of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD").

F7: Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.