Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moradi David

(Last)

(First)

(Middle)

119 WASHINGTON AVE.

SUITE 403

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2024		S		38,132	D	$28.7572⁽¹⁾	2,860,201	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/12/2024		S		18,397	D	$29.7152⁽³⁾	2,841,804	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/12/2024		S		5,125	D	$30.7184⁽⁴⁾	2,836,679	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/12/2024		S		4,445	D	$31.7554⁽⁵⁾	2,832,234	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/12/2024		S		2,199	D	$32.6837⁽⁶⁾	2,830,035	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/13/2024		S		40,228	D	$26.5574⁽⁷⁾	2,789,807	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/13/2024		S		9,267	D	$27.5734⁽⁸⁾	2,780,540	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/13/2024		S		2,189	D	$28.3966⁽⁹⁾	2,778,351	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/14/2024		S		7,132	D	$25.7222⁽¹⁰⁾	2,771,219	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/14/2024		S		6,718	D	$26.5395⁽¹¹⁾	2,764,501	I	Through Sero Capital LLC⁽²⁾
Common Stock	11/14/2024		S		211	D	$27.2584⁽¹²⁾	2,764,290	I	Through Sero Capital LLC⁽²⁾
Common Stock								862,906	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the weighted average price of 38,132 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 12, 2024 with sale prices ranging from $28.21 to $29.20 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.

3. Reflects the weighted average price of 18,397 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 12, 2024 with sale prices ranging from $29.21 to $30.20 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Reflects the weighted average price of 5,125 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 12, 2024 with sale prices ranging from $30.21 to $31.20 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Reflects the weighted average price of 4,445 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 12, 2024 with sale prices ranging from $31.24 to $32.21 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. Reflects the weighted average price of 2,199 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 12, 2024 with sale prices ranging from $32.24 to $33.05 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. Reflects the weighted average price of 40,228 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 13, 2024 with sale prices ranging from $26.30 to $27.21 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. Reflects the weighted average price of 9,267 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 13, 2024 with sale prices ranging from $27.23 to $28.20 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

9. Reflects the weighted average price of 2,189 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 13, 2024 with sale prices ranging from $28.25 to $28.68 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

10. Reflects the weighted average price of 7,132 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 14, 2024 with sale prices ranging from $25.21 to $26.175 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

11. Reflects the weighted average price of 6,718 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 14, 2024 with sale prices ranging from $26.22 to $27.155 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

12. Reflects the weighted average price of 211 shares of common stock of AudioEye, Inc. sold by the reporting person in multiple transactions on November 14, 2024 with sale prices ranging from $27.23 to $27.27 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

	/s/ Christine G. Long, Attorney-in-Fact	11/14/2024
	** 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 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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