Jamil A. Tahir - May 19, 2023 Form 4 Insider Report for AUDIOEYE INC (AEYE)

Role: Director
Signature: /s/ James Spolar, Attorney-in-Fact
Stock symbol: AEYE
Transactions as of: May 19, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/23/2023, 04:28 PM
Previous filing: Apr 4, 2023
Next filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AEYE	Common Stock	Award	$0	+8.5K	+9.23%	$0.00	101K	May 19, 2023	Direct	F1
holding	AEYE	Common Stock						220K	May 19, 2023	Through TurnMark Partners L.P.	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan, which RSUs will vest on the earlier of (a) one year following the date of the grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.
F2	The Reporting Person is a Manager of TurnMark Capital LLC, which is the General Partner of TurnMark Partners LP.

Content

Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan, which RSUs will vest on the earlier of (a) one year following the date of the grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.

The Reporting Person is a Manager of TurnMark Capital LLC, which is the General Partner of TurnMark Partners LP.