Sec Form 4 Filing - Bradley Sean D. @ AUDIOEYE INC - 2019-01-15

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, CTO, Co-Founder (Last) (First) (Middle) C/O AUDIOEYE, INC., 5210 E. WILLIAMS CIRCLE, SUITE 750 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2019 (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 01/15/2019 M( 1 ) 6,000 A $ 0.95 25,517 D Common Stock 01/15/2019 F( 2 ) 729 D $ 7.822 24,788 D Common Stock 173,864 I Banyon Tree LLC ( 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 (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 01/15/2019 M 6,000 01/15/2016 01/15/2019 Common Stock 6,000 $ 0 0 D Stock Options (right to buy) $ 0.95 ( 4 ) 01/15/2021 Common Stock 60,000 60,000 D Stock Options (right to buy) $ 4.475 01/04/2016 04/15/2019 Common Stock 1,989 1,989 D Stock Options (right to buy) $ 3.9 07/15/2016 07/15/2019 Common Stock 2,255 2,255 D Stock Options (right to buy) $ 3.125 10/15/2016 10/15/2019 Common Stock 2,464 2,464 D Warrants (right to buy) $ 10 11/12/2013 11/12/2018 Common Stock 128 128 D Series A Convertible Preferred Stock ( 5 ) ( 6 ) ( 7 ) ( 7 ) Common Stock 11,007 11,007 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, CTO, Co-Founder Signatures /s/ Sean Bradley 01/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the exercise of stock options. ( 2 )Represents 729 shares withheld by the Issuer upon the exercise of stock options to cover the exercise price of the options based on a weighted average market price of $7.822 per share. ( 3 )Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC. ( 4 )The stock option vested as follows: subject to performance schedule and determined at the end of each calendar year. ( 5 )Each share of 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"). ( 6 )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. ( 7 )The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.

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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