SEC Form 4 · accession 0001144204-19-001874
AUDIOEYE INC · AEYE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean D. Bradley
Officer — President, CTO, Co-Founder
Period of report
Jan 15, 2019
Accepted (ET)
Jan 16, 2019 · 5:27 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 | Jan 15, 2019 | M | 6,000 | $0.95 | A | 25,517 | D | |
| Common Stock | Jan 15, 2019 | F | 729 | $7.822 | D | 24,788 | D | |
| Common StockF3 | holding | — | — | — | 173,864 | I | Banyon Tree LLC |
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) | $0.95 | Jan 15, 2019 | M | 6,000 | D | Jan 15, 2016 | Jan 15, 2019 | Common Stock | 6,000 | 0 | D |
| Stock Options (right to buy)F4 | $0.95 | holding | — | — | — | — | Jan 15, 2021 | Common Stock | 60,000 | 60,000 | D |
| Stock Options (right to buy) | $4.475 | holding | — | — | — | Jan 4, 2016 | Apr 15, 2019 | Common Stock | 1,989 | 1,989 | D |
| Stock Options (right to buy) | $3.90 | holding | — | — | — | Jul 15, 2016 | Jul 15, 2019 | Common Stock | 2,255 | 2,255 | D |
| Stock Options (right to buy) | $3.125 | holding | — | — | — | Oct 15, 2016 | Oct 15, 2019 | Common Stock | 2,464 | 2,464 | D |
| Warrants (right to buy) | $10.00 | holding | — | — | — | Nov 12, 2013 | Nov 12, 2018 | Common Stock | 128 | 128 | D |
| Series A Convertible Preferred StockF5,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 11,007 | 11,007 | D |
Explanation of responses
- F1Reflects the exercise of stock options.
- F2Represents 729 shares withheld by the Issuer upon the exercise of stock options to cover the exercise price of the options based on a weighted average market price of $7.822 per share.
- F3Mr. Bradley is deemed the beneficial owner of Banyon Tree LLC.
- F4The stock option vested as follows: subject to performance schedule and determined at the end of each calendar year.
- F5Each 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").
- F6Holders 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.
- F7The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.