Sec Form 4 Filing - MIGLIOZZI JOSEPH J @ ANDREA ELECTRONICS CORP - 2020-08-26

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 MIGLIOZZI JOSEPH 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVE, SUITE 1-B 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2020 (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 08/26/2020 P 21,250 A $ 0.03 1,259,742 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 Employee Stock Option (right to buy) $ 0.05 11/16/2017( 1 ) 11/16/2026 Common Stock 225,000 225,000 D Employee Stock Option (right to buy) $ 0.08 09/22/2011( 4 ) 09/22/2020 Common Stock 62,500 62,500 D Employee Stock Option (right to buy) $ 0.07 10/02/2014( 3 ) 10/02/2024 Common Stock 100,000 100,000 D Employee Stock Option (right to buy) $ 0.08 10/21/2015( 2 ) 10/21/2024 Common Stock 150,000 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIGLIOZZI JOSEPH J C/O ANDREA ELECTRONICS CORPORATION 620 JOHNSON AVE, SUITE 1-B BOHEMIA, NY11716 X Signatures /s/ Joseph J. Migliozzi 09/09/2020 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 October 21, 2014 will vest as follows: 33.3% on October 21, 2015, 33.3% on October 21, 2016 and 33.4% on October 21, 2017. ( 3 )Stock Options granted on October 2, 2014 will vest as follows: 33.3% on October 2, 2014, 33.3% on October 2, 2015 and 33.4% on October 2, 2016. ( 4 )Stock Options granted on September 22, 2010 vested as follows: 33.3% on March 22, 2011, 33.3% on September 22, 2011 and 33.4% on March 22, 2012.

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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