SEC Form 4 · accession 0001144204-18-066792
AUDIOEYE INC · AEYE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ernest William Purcell
Director
Period of report
Dec 31, 2018
Accepted (ET)
Dec 31, 2018 · 5:50 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 StockF1 | Dec 31, 2018 | A | 11,280 | — | A | 268,681 | D | |
| Common StockF2 | holding | — | — | — | 57,334 | I | Ernest W. Purcell & Anne M. Purcell JTTENN |
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)F3 | $4.15 | holding | — | — | — | Jul 10, 2017 | Jul 10, 2022 | Common Stock | 40,000 | 40,000 | D |
| Stock Options (right to buy)F4 | $10.00 | holding | — | — | — | — | Mar 3, 2019 | Common Stock | 10,000 | 10,000 | D |
| Stock Options (right to buy)F5 | $1.025 | holding | — | — | — | — | Oct 23, 2020 | Common Stock | 30,000 | 30,000 | D |
| Stock Options (right to buy)F6 | $4.425 | holding | — | — | — | — | May 12, 2021 | Common Stock | 28,000 | 28,000 | D |
| Stock Options (right to buy)F6 | $4.425 | holding | — | — | — | — | May 12, 2021 | Common Stock | 12,000 | 12,000 | D |
| Warrants (right to buy) | $4.00 | holding | — | — | — | Jun 2, 2015 | Jun 2, 2020 | Common Stock | 40,000 | 40,000 | D |
| Warrants (right to buy) | $6.25 | holding | — | — | — | Apr 19, 2016 | Apr 18, 2021 | Common Stock | 4,000 | 4,000 | D |
| Warrants (right to buy) | $6.25 | holding | — | — | — | Dec 19, 2016 | Dec 19, 2021 | Common Stock | 3,200 | 3,200 | D |
| Series A Convertible Preferred StockF8,F9,F7 | — | holding | — | — | — | — | — | Common Stock | 26,801 | 26,801 | D |
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.
- F2Mr. Purcell is deemed the beneficial owner of Ernest W. Purcell & Anne M. Purcell JTTENN.
- F3The stock option was granted on 7/10/17 and vested immediately.
- F4The stock option was granted on 3/3/14 and vests as follows: 20% on grant; 20% every 90 days thereafter.
- F5The stock option was granted on 10/19/15 and vests as follows: 50% immediate and 12.5% per quarter thereafter.
- F6The stock options were granted on 5/12/16 and vest as follows: 50% immediate; 50% quarterly over succeeding 12 months.
- F7The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
- F8Each 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").
- F9Holders 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.