SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HUNDLEY CHRISTOPHER

(Last)

(First)

(Middle)

C/O AUDIOEYE,INC.

5210 E. WILLIAMS CIRCLE, SUITE 750

(Street)

TUCSON

85711

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2021

3. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC [ AEYE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	67,756⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Units	⁽²⁾	⁽²⁾	Common Stock	23,556	⁽³⁾	D

Explanation of Responses:

1. Consists of 35,335 restricted stock units ("RSUs") granted under the AudioEye, Inc. 2020 Equity Incentive Plan ("2020 Plan"), which vest in thirds over three years commencing on the first anniversary of March 22, 2021; 30,581 RSUs granted under the 2020 Plan, which RSUs vest in thirds over three years commencing on the first anniversary of June 15, 2021; and 1,840 directly held shares of common stock.

2. Represents performance stock units ("PSUs") granted under the 2020 Plan, to be earned, if at all, in tranches as follows: (i) 6,110 based on satisfaction of the performance conditions for 2021, (ii) 7,852 based on satisfaction of performance conditions for 2022, (iii) 7,852 based on satisfaction of performance conditions for 2023, and (iv) 1,742 based on the satisfaction of performance conditions for 2024, in each case subject to the reporting person's continued service through the applicable vesting date.

3. Each PSU represents a contingent right to receive one share of common stock.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ James Spolar, Attorney-in-Fact	09/24/2021
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3: New insider Hundley Christopher claimed ownership of 67,756 units of Common Stock