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 * HUNDLEY CHRISTOPHER	2. Issuer Name and Ticker or Trading Symbol AUDIOEYE INC [ AEYE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President
(Last)          (First)          (Middle) C/O AUDIOEYE,INC., 5210 E. WILLIAMS CIRCLE, SUITE 750	3. Date of Earliest Transaction (MM/DD/YYYY) 12/19/2021
(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	12/19/2021		M		6110	A	(1)	76166	D

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
Performance Stock Units	(1)	12/19/2021		M			6110	(2)	(2)	Common Stock	6110	(1)	17446	D

Explanation of Responses:
(1)	Each performance stock unit ("PSU") represents a contingent right to receive one share of AudioEye Inc. common stock.
(2)	6,110 of the PSUs vested on December 19, 2021, and the remainder of the PSUs will be earned and vest, if at all, as follows: (i) 7,852 based on satisfaction of performance conditions for 2022, (ii) 7,852 based on satisfaction of performance conditions for 2023, and (iii) 1,742 based on the satisfaction of performance conditions for 2024, in each case subject to the reporting person's continued service through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUNDLEY CHRISTOPHER C/O AUDIOEYE,INC. 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ 85711			President

Signatures
/s/ James Spolar, Attorney-in-Fact		12/21/2021
**Signature of Reporting Person		Date