Sec Form 4 Filing - Fisch Matthew @ AEye, Inc. - 2023-02-13

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 Fisch Matthew 2. Issuer Name and Ticker or Trading Symbol AEye, Inc. [ LIDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) ONE PARK PLACE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2023 (Street) DUBLIN, CA94568 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 02/13/2023 A 5,000,000 ( 1 ) A $ 0 5,000,000 D Common Stock 02/13/2023 A 2,000,000 ( 2 ) A $ 0 7,000,000 D

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 Fisch Matthew ONE PARK PLACE SUITE 200 DUBLIN, CA94568 X Chief Executive Officer Signatures Andrew S. Hughes, by power of attorney filed herewith 02/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units which convert into common stock on a one-for-one basis at vesting. The Reporting Person received an incentive award of 5,000,000 service-based restricted stock units ("RSUs") which will vest as follows: 500,000 on March 15, 2023, 1,125,000 on February 15, 2024, and then in equal quarterly installments over the next twelve (12) calendar quarters on the 15th day of the second month of each calendar quarter. ( 2 )Represents restricted stock units which convert into common stock on a one-for-one basis at vesting. The Reporting Person received a performance based award of 2,000,000 RSUs, which will vest quarterly over six (6) calendar quarters on the 15th day of the second month of each calendar quarter following the satisfaction of the Performance Condition (defined below). The Performance Condition will be satisfied if the closing price of the Company's common stock, as reported by NASDAQ (or other recognized national exchange on which the Company's common stock is then traded), meets or exceeds $1.20 per share (adjusted for any stock splits or other corporate actions) for any ten (10) consecutive trading days prior to March 1, 2024 (the "Performance Condition"). If the Performance Condition is not satisfied, the performance based RSUs will be forfeited.

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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