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