Sec Form 4 Filing - Bradley Sean D. @ AUDIOEYE INC - 2019-06-03

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 Bradley Sean D. 2. Issuer Name and Ticker or Trading Symbol AUDIOEYE INC [ AEYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CSO (Last) (First) (Middle) C/O AUDIOEYE, INC., 5210 E. WILLIAMS CIRCLE, SUITE 750 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2019 (Street) TUCSON, AZ85711 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/22/2020 M 60,000 A $ 0.95 77,021 D Common Stock 05/22/2020 F 7,380 D $ 7.72 69,641 D Common Stock 173,864 I Banyon Tree LLC ( 1 )

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 Stock Options (right to buy) $ 0.95 05/22/2020 M 60,000 ( 2 ) 01/15/2021 Common Stock 60,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bradley Sean D. C/O AUDIOEYE, INC. 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ85711 President and CSO Signatures /s/ Sean Bradley 05/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC. ( 2 )The stock option vested as follows: subject to performance schedule and determined at the end of each calendar year.

Remarks: The transactions reported in the above Table 1 Rows 1 and 2 reflect the cashless exercise of stock options. The cashless exercise of the options is reported in two lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with code A for acquired. The line coded F in Column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with code D for disposal. Where the number of shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of shares. The number of shares on a net basis is actually owned by the Reporting Person after the cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3 except for the surrender of shares to pay withholding taxes. The transactions reported in Table II above reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only stock options with the same exercise price and expiration date.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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