0001144204-18-047802.txt : 20180904
0001144204-18-047802.hdr.sgml : 20180904
20180904154929
ACCESSION NUMBER: 0001144204-18-047802
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: Purcell Ernest William
CENTRAL INDEX KEY: 0001535260
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38640
FILM NUMBER: 181052347
MAIL ADDRESS:
STREET 1: 350 7TH AVENUE
STREET 2: 2ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
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
tv502219_form3.xml
OWNERSHIP DOCUMENT
X0206
3
2018-09-04
0
0001362190
AUDIOEYE INC
AEYE
0001535260
Purcell Ernest William
1395 BRICKELL AVENUE, SUITE 1130
MIAMI
FL
33131
1
0
0
0
Common Stock
257401
D
Common Stock
57334
I
Ernest W. Purcell & Anne M. Purcell JTTENN
Stock Options (right to buy)
4.15
2017-07-10
2022-07-10
Common Stock
40000
D
Stock Options (right to buy)
10.00
2019-03-03
Common Stock
10000
D
Stock Options (right to buy)
1.025
2020-10-23
Common Stock
30000
D
Stock Options (right to buy)
4.425
2021-05-12
Common Stock
28000
D
Stock Options (right to buy)
4.425
2021-05-12
Common Stock
12000
D
Warrants (right to buy)
4.00
2015-06-02
2020-06-02
Common Stock
40000
D
Warrants (right to buy)
6.25
2016-04-19
2021-04-18
Common Stock
4000
D
Warrants (right to buy)
6.25
2016-12-19
2021-12-19
Common Stock
3200
D
Series A Convertible Preferred Stock
Common Stock
26801
D
Mr. Purcell is deemed the beneficial owner of Ernest W. Purcell & Anne M. Purcell JTTENN.
The stock option was granted on 7/10/17 and vested immediately.
The stock option was granted on 3/3/14 and vests as follows: 20% on grant; 20% every 90 days thereafter.
The stock option was granted on 10/19/15 and vests as follows: 50% immediate and 12.5% per quarter thereafter.
The stock options were granted on 5/12/16 and vest as follows: 50% immediate; 50% quarterly over succeeding 12 months.
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/ Ernest William Purcell
2018-09-04