SEC Form 4 · accession 0001144204-18-066788
AUDIOEYE INC · AEYE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carr Bettis
Officer — Exec Chrmn/Chrmn of the Board · Director · 10% Owner
Period of report
Dec 28, 2018
Accepted (ET)
Dec 31, 2018 · 5:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001362190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 28, 2018 | M | 30,000 | $1.025 | A | 80,000 | D | |
| Common StockF1 | Dec 31, 2018 | A | 20,000 | — | A | 100,000 | D | |
| Common StockF2 | holding | — | — | — | 508,988 | I | CSB IV US Holdings LLC | |
| Common StockF3 | holding | — | — | — | 18,600 | I | Carr Bettis IRA | |
| Common StockF4 | holding | — | — | — | 54,856 | I | J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F5 | $1.025 | Dec 28, 2018 | M | 20,000 | D | Oct 26, 2015 | Dec 31, 2018 | Common Stock | 20,000 | 0 | D |
| Warrants (right to buy)F6 | $1.025 | Dec 28, 2018 | M | 10,000 | D | Oct 26, 2015 | Dec 31, 2018 | Common Stock | 10,000 | 0 | D |
| Stock Options (right to buy)F7 | $11.25 | holding | — | — | — | — | Mar 24, 2019 | Common Stock | 12,000 | 12,000 | D |
| Stock Options (right to buy) | $0.95 | holding | — | — | — | Jan 4, 2016 | Jan 14, 2019 | Common Stock | 20,000 | 20,000 | D |
| Stock Options (right to buy)F8 | $0.95 | holding | — | — | — | — | Dec 31, 2021 | Common Stock | 80,000 | 80,000 | D |
| Warrants (right to buy) | $4.00 | holding | — | — | — | Jun 2, 2015 | Jun 2, 2020 | Common Stock | 80,000 | 80,000 | D |
| Warrants (right to buy) | $0.95 | holding | — | — | — | Jan 15, 2016 | Feb 14, 2019 | Common Stock | 10,000 | 10,000 | D |
| Warrants (right to buy) | $1.925 | holding | — | — | — | Feb 29, 2016 | Feb 28, 2019 | Common Stock | 20,000 | 20,000 | D |
| Warrants (right to buy) | $4.475 | holding | — | — | — | Apr 15, 2016 | Apr 14, 2019 | Common Stock | 13,920 | 13,920 | D |
| Warrants (right to buy) | $3.90 | holding | — | — | — | Jul 15, 2016 | Jul 15, 2019 | Common Stock | 15,785 | 15,785 | D |
| Warrants (right to buy)F2 | $6.25 | holding | — | — | — | Apr 18, 2016 | Apr 17, 2021 | Common Stock | 4,000 | 4,000 | I |
| Warrants (right to buy)F2 | $6.25 | holding | — | — | — | May 17, 2016 | May 16, 2021 | Common Stock | 4,480 | 4,480 | I |
| Warrants (right to buy)F2 | $6.25 | holding | — | — | — | Dec 19, 2016 | Dec 19, 2021 | Common Stock | 3,200 | 3,200 | I |
| Warrants (right to buy)F4 | $15.00 | holding | — | — | — | Dec 31, 2014 | Dec 31, 2019 | Common Stock | 1,875 | 1,875 | I |
| Series A Convertible Preferred StockF4,F10,F11,F9 | — | holding | — | — | — | — | — | Common Stock | 26,801 | 26,801 | I |
Explanation of responses
- F1The 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.
- F10Each 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").
- F11Holders 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.
- F2Dr. 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.
- F3Dr. Bettis is deemed the beneficial owner of Carr Bettis IRA.
- F4Dr. Bettis is deemed the beneficial owner of J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03.
- F5On 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.
- F6On 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.
- F7The 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.
- F8The stock option vests as follows: subject to performance schedule and determined at the end of each calendar year.
- F9The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
Remarks
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.