0001144204-18-066788.txt : 20181231 0001144204-18-066788.hdr.sgml : 20181231 20181231173513 ACCESSION NUMBER: 0001144204-18-066788 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181228 FILED AS OF DATE: 20181231 DATE AS OF CHANGE: 20181231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bettis Carr CENTRAL INDEX KEY: 0001586216 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38640 FILM NUMBER: 181260382 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 4 1 tv510084_form4.xml OWNERSHIP DOCUMENT X0306 4 2018-12-28 0 0001362190 AUDIOEYE INC AEYE 0001586216 Bettis Carr 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON AZ 85711 1 1 1 0 Exec Chrmn/Chrmn of the Board Common Stock 2018-12-28 4 M 0 30000 1.025 A 80000 D Common Stock 2018-12-31 4 A 0 20000 A 100000 D Common Stock 508988 I CSB IV US Holdings LLC Common Stock 18600 I Carr Bettis IRA Common Stock 54856 I J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 Stock Options (right to buy) 1.025 2018-12-28 4 M 0 20000 0 D 2015-10-26 2018-12-31 Common Stock 20000 0 D Warrants (right to buy) 1.025 2018-12-28 4 M 0 10000 0 D 2015-10-26 2018-12-31 Common Stock 10000 0 D Stock Options (right to buy) 11.25 2019-03-24 Common Stock 12000 12000 D Stock Options (right to buy) 0.95 2016-01-04 2019-01-14 Common Stock 20000 20000 D Stock Options (right to buy) 0.95 2021-12-31 Common Stock 80000 80000 D Warrants (right to buy) 4 2015-06-02 2020-06-02 Common Stock 80000 80000 D Warrants (right to buy) 0.95 2016-01-15 2019-02-14 Common Stock 10000 10000 D Warrants (right to buy) 1.925 2016-02-29 2019-02-28 Common Stock 20000 20000 D Warrants (right to buy) 4.475 2016-04-15 2019-04-14 Common Stock 13920 13920 D Warrants (right to buy) 3.9 2016-07-15 2019-07-15 Common Stock 15785 15785 D Warrants (right to buy) 6.25 2016-04-18 2021-04-17 Common Stock 4000 4000 I CSB IV US Holdings LLC Warrants (right to buy) 6.25 2016-05-17 2021-05-16 Common Stock 4480 4480 I CSB IV US Holdings LLC Warrants (right to buy) 6.25 2016-12-19 2021-12-19 Common Stock 3200 3200 I CSB IV US Holdings LLC Warrants (right to buy) 15 2014-12-31 2019-12-31 Common Stock 1875 1875 I J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 Series A Convertible Preferred Stock Common Stock 26801 26801 I J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 The reported transaction constitutes a grant of restricted stock units, which were granted under the Issuer's Stock Incentive Plan, subject to vesting and settlement conditions. Dr. Bettis is deemed the sole manager of CSB IV US Holdings LLC. J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 (3) is deemed the beneficial owner of CSB IV US Holdings LLC. Dr. Bettis is deemed the beneficial owner of Carr Bettis IRA. Dr. Bettis is deemed the beneficial owner of J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03. On December 28, 2018, AudioEye, Inc. issued 20,000 shares of common stock to Dr. Bettis upon the cash exercise of Stock Options at an exercise price of $1.025. The option was originally granted on October 26, 2015 with an extended expiration date to December 31, 2018. On December 28, 2018, AudioEye, Inc. issued 10,000 shares of common stock to Dr. Bettis upon the cash exercise of Warrants at an exercise price of $1.025. The option was originally granted on October 26, 2015 with an extended expiration date to December 31, 2018. The stock option vests as follows: 1/2 on the one-year anniversary of the date of grant; 1/48th on the monthly anniversary of the date of grant on each of the 24 months following the one-year anniversary of the date of grant. 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. This Form 4 reports the acquisition of 30,000 shares of the Issuer's common stock by the reporting person upon the exercise of 20,000 stock options and 10,000 warrants that were expiring in December 2018. In addition, this Form 4 reports a grant of restricted stock units pursuant to footnote 1. /s/ Carr Bettis 2018-12-31