AUDIOEYE INC — Director's Dealing 2023

Mar 29, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2023-03-24

Reporting Person: Fleming Katherine E. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-24	Common Stock	A	229	$3.8764	Acquired	229	Direct
2023-03-24	Common Stock	A	459	$4.0471	Acquired	688	Direct
2023-03-24	Common Stock	A	774	—	Acquired	1462	Direct

Footnotes

F1: Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan (the "Plan") in lieu of prorated non-employee director quarterly cash compensation of $888, which RSUs vested on the grant date and will be settled on the earlier of (i) the third anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, and (iii) the calendar year following the year of death, with payment being made in no case later than the end of the year following the year of death.

F2: Reflects the grant of RSUs under the Plan, in lieu of prorated non-employee director annual cash compensation of $1,858, which RSUs will vest on the earlier of (a) one year following the date of the grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.

F3: Reflects the grant of RSUs under the Plan that represents the prorated annual equity award to non-employee directors that will vest on the earlier of (a) one year following the date of the grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.