Zyngier Alexandre Form 4 AUDIOEYE / ALEXANDRE ZYNGIER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZYNGIER ALEXANDRE

(Last) (First) (Middle)

C/O AUDIOEYE, INC.

5210 E. WILLIAMS CIRCLE, SUITE 750

(Street)

TUCSON AZ 85711

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC [ AEYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								40,760	D
Common Stock	08/15/2019		X(1)		60,000	A	$1.63	123,430	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Common Stock								10,400	I	HZ Investments Family LP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$2.5(4)	08/14/2019		J			40,000	10/16/2015	10/16/2020	Common Stock	40,000	$0	0	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Warrants (right to buy)	$2.5(4)	08/14/2019		J			20,000	09/26/2018	09/26/2023	Common Stock	20,000	$0	0	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Warrants (right to buy)	$1.63(4)	08/14/2019		J		40,000		10/16/2015	10/16/2020	Common Stock	40,000	$0	40,000	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Warrants (right to buy)	$1.63(4)	08/14/2019		J		20,000		09/26/2018	09/26/2023	Common Stock	20,000	$0	20,000	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Warrants (right to buy)	$1.63	08/15/2019		X			40,000	10/16/2015	10/16/2020	Common Stock	40,000	$0	0	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)
Warrants (right to buy)	$1.63	08/15/2019		X			20,000	09/26/2018	09/26/2023	Common Stock	20,000	$0	0	I	Equity Trust Custodian, FBO Alexandre Zyngier IRA(2)

Explanation of Responses:

1. Reflects the exercise of warrants to purchase shares of the Issuer's common stock. See Footnote 4 below.

2. Mr. Zyngier is deemed the beneficial owner of Equity Trust Custodian, FBO Alexandre Zyngier IRA.

3. Mr. Zyngier is deemed the beneficial owner of HZ Investments Family LP.

4. On August 14, 2019, the Issuer and certain holders of outstanding warrants to purchase the Issuer's common stock, including Equity Trust Custodian, FBO Alexandre Zyngier IRA, entered into an amendment pursuant to which the exercise price of such warrants was adjusted to $1.63 per share, if the warrants were exercised on or before August 16, 2019, provided the warrants were exercised in full and the exercise price was paid in cash, or $2.50, if the warrants were exercised after August 16, 2019.

	/s/ Alexandre Zyngier	08/16/2019
	** Signature of Reporting Person	Date
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