0001144204-18-047791.txt : 20180904 0001144204-18-047791.hdr.sgml : 20180904 20180904154103 ACCESSION NUMBER: 0001144204-18-047791 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180904 FILED AS OF DATE: 20180904 DATE AS OF CHANGE: 20180904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bradley Sean D. CENTRAL INDEX KEY: 0001576478 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38640 FILM NUMBER: 181052314 MAIL ADDRESS: STREET 1: 9070 S. RITA ROAD, SUITE 1450 CITY: TUCSON STATE: AZ ZIP: 85747 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUDIOEYE INC CENTRAL INDEX KEY: 0001362190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5210 E. WILLIAMS CIRCLE STREET 2: SUITE 750 CITY: TUCSON STATE: AZ ZIP: 85711 BUSINESS PHONE: 866-331-5324 MAIL ADDRESS: STREET 1: 5210 E. WILLIAMS CIRCLE STREET 2: SUITE 750 CITY: TUCSON STATE: AZ ZIP: 85711 3 1 tv502222_form3.xml OWNERSHIP DOCUMENT X0206 3 2018-09-04 0 0001362190 AUDIOEYE INC AEYE 0001576478 Bradley Sean D. 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON AZ 85711 0 1 0 0 President, CTO, Co-Founder Common Stock 19517 D Common Stock 173864 I Banyon Tree LLC Stock Options (right to buy) 0.95 2016-01-04 2019-01-15 Common Stock 6000 D Stock Options (right to buy) 0.95 2021-01-15 Common Stock 60000 D Stock Options (right to buy) 4.475 2016-01-04 2019-04-15 Common Stock 1989 D Stock Options (right to buy) 3.9 2016-07-15 2019-07-15 Common Stock 2255 D Stock Options (right to buy) 3.125 2016-10-15 2019-10-15 Common Stock 2464 D Warrants (right to buy) 10 2013-11-12 2018-11-12 Common Stock 128 D Series A Convertible Preferred Stock Common Stock 11007 D Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC. The stock option vests as follows: subject to performance schedule and determined at the end of each calendar year. The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire. Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD"). Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash. /s/ Sean Bradley 2018-09-04