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*
Bettis Carr
(Last) (First) (Middle)
C/O AUDIOEYE INC
5210 E. WILLIAMS CIRCLE, SUITE 750
(Street)
TUCSON AZ 85711
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC [ AEYE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Exec Chrmn/Chrmn of the Board
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2021
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)
Code V Amount (A) or (D) Price
Common Stock 05/28/2021 A 714(1) A $18.56 408,028 D
Common Stock 05/28/2021 F 174(2) D $18.34 407,854 D
Common Stock 438,397 I CSB IV US Holdings LLC(3)
Common Stock 18,600 I Carr Bettis IRA(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock issued to Dr. Bettis as the stock portion of his base salary, as provided in his amended employment agreement, pro rated for month of May.
2. Represents shares withheld to cover withholding taxes associated with the issuance of 714 shares reported above.
3. Dr. Bettis is deemed to be a beneficial owner of CSB IV US Holdings LLC. Shares shown as held by CSB IV US Holdings LLC include 27,593 shares previously held by the J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003, which trust was revoked with respect to such shares and such shares were transferred to CSB IV US Holdings LLC.
4. Dr. Bettis is deemed to be a beneficial owner of Carr Bettis IRA.
/s/ James Spolar, Attorney-in-Fact 06/02/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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