Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Bettis Carr	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
(Last)          (First)          (Middle) C/O AUDIOEYE INC, 5210 E. WILLIAMS CIRCLE, SUITE 750	3. Date of Earliest Transaction (MM/DD/YYYY) 5/28/2021
(Street) TUCSON, AZ 85711 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/28/2021		A		714 (1)	A	$18.56	408028	D
Common Stock	5/28/2021		F		174 (2)	D	$18.34	407854	D
Common Stock								438397	I	CSB IV US Holdings LLC (3)
Common Stock								18600	I	Carr Bettis IRA (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bettis Carr C/O AUDIOEYE INC 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ 85711	X		Exec Chrmn/Chrmn of the Board

Signatures
/s/ James Spolar, Attorney-in-Fact		6/2/2021
**Signature of Reporting Person		Date