SEC FORM 4

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).

1. Name and Address of Reporting Person^*

MIGLIOZZI JOSEPH J

(Last)

(First)

(Middle)

C/O ANDREA ELECTRONICS CORPORATION

65 ORVILLE DRIVE

(Street)

BOHEMIA

11716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP [ ANDR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2010

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	05/10/2010		P		50,000	A	$0.07	496,261	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)
Employee Stock Option (right to buy)	$0.52							10/01/2004	10/01/2013	Common Stock	35,000		35,000	D
Employee Stock Option (right to buy)	$0.17							11/21/2004	05/21/2014	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$0.05							11/10/2005	08/10/2015	Common Stock	75,000		75,000	D
Employee Stock Option (right to buy)	$0.05							05/01/2006	11/01/2015	Common Stock	40,000		40,000	D
Employee Stock Option (right to buy)	$0.12							05/16/2007	11/16/2016	Common Stock	41,667		41,667	D
Employee Stock Option (right to buy)	$0.11							03/12/2008	09/12/2017	Common Stock	45,455		45,455	D
Employee Stock Option (right to buy)	$0.11							09/12/2008⁽¹⁾	09/12/2017	Common Stock	15,000		15,000	D
Employee Stock Option (right to buy)	$0.04							02/08/2009	08/08/2018	Common Stock	125,000		125,000	D
Employee Stock Option (right to buy)	$0.04							08/08/2009⁽²⁾	08/08/2018	Common Stock	15,000		15,000	D
Employee Stock Option (right to buy)	$0.11							01/24/2010⁽³⁾	07/24/2019	Common Stock	45,455		45,455	D

Explanation of Responses:

1. Stock Options granted on September 12, 2007 will vest as follows: 33.3% on September 12, 2008, 33.3% on September 12, 2009 and 33.4% on September 12, 2010.

2. Stock Options granted on August 8, 2008 will vest as follows: 33.3% on August 8, 2009, 33.3% on August 8, 2010 and 33.4% on August 8, 2011.

3. Stock Options granted on July 24,2009 will vest as follows: 33.3% on January 24, 2010, 33.3% on July 24, 2010 and 33.4% on January 24, 2011.

Remarks:

	/s/ Corisa Guiffre, Power of Attorney	05/12/2010
	** 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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