Sec Form 4 Filing - Sero Capital LLC @ AUDIOEYE INC - 2020-08-20

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sero Capital LLC 2. Issuer Name and Ticker or Trading Symbol AUDIOEYE INC [ AEYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 119 WASHINGTON AVE., SUITE 403 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2020 (Street) MIAMI BEACH, FL33139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/20/2020 A( 1 ) 55,000 A 250,586 ( 2 ) D ( 3 ) Common Stock 08/20/2020 A( 4 ) 50,000 A 300,586 ( 2 ) D ( 3 ) Common Stock 08/20/2020 A( 5 ) 50,000 A 350,586 ( 2 ) D ( 3 ) Common Stock 2,731,265 I Through Sero Capital LLC ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sero Capital LLC 119 WASHINGTON AVE., SUITE 403 MIAMI BEACH, FL33139 X X See Remarks Moradi David 119 WASHINGTON AVE., SUITE 403 MIAMI BEACH, FL33139 X X See Remarks Signatures SERO CAPITAL LLC, Name: /s/ David Moradi, Title: Managing Partner 08/24/2020 Signature of Reporting Person Date /s/ David Moradi 08/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the grant of performance share awards ("PSAs") under the AudioEye, Inc. 2019 Equity Incentive Plan, as amended from time to time (the "Plan"), which PSAs will vest upon the earlier of (i) the Volume Weight Average Price ("VWAP") of AudioEye, Inc.'s (the "Issuer") common stock being in excess of $25 on The Nasdaq Stock Market LLC ("NASDAQ") over 20 Consecutive Trading Days prior to August 20, 2025 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 August 20, 2025, and will be settled promptly after the vesting date. ( 2 )In addition to the shares reported herein, this reflects 40,417 previously granted restricted stock units ("RSUs") under the Plan, of which (i) 11,280 RSUs will vest on December 6, 2020, subject to David Moradi's continuing service with the Issuer through such date, and will be settled on the earlier of (A) December 6, 2026 and (B) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5), (ii) 17,857 RSUs will vest on November 8, 2020, subject to David Moradi's continuing service with the Issuer through such date, and will be settled promptly after the vesting date but no later than March 15, 2021, and (iii) 11,280 RSUs will vest on May 20, 2021, subject to David Moradi's continuing service with the Issuer through such date, and will be settled on the earlier of (X) May 20, 2027 and (Y) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5). ( 3 )Securities of the Issuer held directly by David Moradi. ( 4 )Reflects the grant of PSAs under the Plan, which PSAs will vest upon the earlier of (i) the VWAP of the Issuer's common stock being in excess of $50 on NASDAQ over 20 Consecutive Trading Days prior to August 20, 2025 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 August 20, 2025, and will be settled promptly after the vesting date. ( 5 )Reflects the grant of PSAs under the Plan, which PSAs will vest upon the earlier of (i) the VWAP of the Issuer's common stock being in excess of $100 on NASDAQ over 20 Consecutive Trading Days prior to August 20, 2025 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 August 20, 2025, and will be settled promptly after the vesting date. ( 6 )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.

Remarks: David Moradi serves as Interim Chief Executive Officer and Chief Strategy Officer of the Issuer. In addition to the PSAs reported above, David Moradi was also granted 105,000 PSAs, which are not included on this Form 4, on August 20, 2020, under the Plan that will vest upon the Issuer meeting certain revenue targets.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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