Sec Form 4 Filing - Andrea Douglas J @ ANDREA ELECTRONICS CORP - 2020-06-12

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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 *
Andrea Douglas J
2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP [ ANDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVENUE, SUITE I-B
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2020
(Street)
BOHEMIA, NY11716
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 06/12/2020 P 100,000 A $ 0.0382 2,631,324 D
Common Stock 06/15/2020 P 138,376 A $ 0.0361 2,769,700 D
Common Stock 3,876 I By Daughter
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
Employee Stock Option (right to buy) $ 0.05 11/16/2017( 1 ) 11/16/2026 Common Stock 1,400,000 1,400,000 D
Stock Option (right to buy) $ 0.06 08/07/2016( 2 ) 08/07/2025 Common Stock 500,000 500,000 D
Stock Option (right to buy) $ 0.13 08/01/2011( 3 ) 08/01/2020 Common Stock 1,000,000 1,000,000 D
Stock Option (right to buy) $ 0.1 09/02/2015( 4 ) 09/02/2024 Common Stock 500,000 500,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andrea Douglas J
C/O ANDREA ELECTRONICS CORPORATION
620 JOHNSON AVENUE, SUITE I-B
BOHEMIA, NY11716
X President & CEO
Signatures
/s/ Corisa Guiffre, Power of Attorney 06/15/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock Options granted on November 16, 2016 will vest as follows: 33.3% on November 16, 2017, 33.3% on November 16, 2018 and 33.4% November 16, 2019.
( 2 )Stock Options granted on August 7, 2015 will vest as follows: 33.3% on August 7, 2016, 33.3% on August 7, 2017 and 33.4% on August 7, 2018.
( 3 )Stock Options granted on August 1, 2010 vested as follows: 33.3% on August 1, 2011, 33.3% on August 1, 2012 and 33.4% on August 1, 2013.
( 4 )Stock Options granted on September 2, 2014 vested as follows: 33.3% on September 2, 2015, 33.3% on September 2, 2016 and 33.4% on September 2, 2017.

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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