Form 3 AUDIOEYE INC For: Jun 21 Filed by: Georgevich Kelly

June 23, 2021 5:41 PM EDT

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Expires: December 31, 2014
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1. Name and Address of Reporting Person *
Georgevich Kelly

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
No securities beneficially owned.                                                                                                                                                                                                                                                                                                                                                   Exhibit List:  Exhibit 24 - Power of Attorney
/s/ James Spolar, Attorney-in-Fact 06/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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       I, Kelly Georgevich, hereby authorize and designate each of James Spolar,
Matt Kuhn, Christine G. Long, Amra Hoso and RoxAnn D. Mack, signing singly, as
my true and lawful attorney-in-fact to:
              (1)	prepare and execute for and on my behalf, in my capacity as
an officer and/or director of AudioEye, Inc. (the "Company"), a Form ID and
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations promulgated
thereunder and other forms or reports on my behalf as may be required to be
filed in connection with my ownership, acquisition, or disposition of
securities of the Company, including Form 144;
              (2)	do and perform any and all acts for and on my behalf that may
be necessary or desirable to complete and execute any such Form ID, Form 3, 4
or 5 or Form 144, and any amendments to any of the foregoing, and timely file
any such form with the Securities and Exchange Commission and any stock
exchange or similar authority; and
              (3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be to my
benefit, in my best interest, or legally required of me, it being understood
that the statements executed by such attorney-in-fact on my behalf pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
       I hereby further grant to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  I hereby acknowledge that the foregoing attorneys-in-fact, in serving
in such capacity at my request, are not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section 16 of the Exchange Act or
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").
       This Power of Attorney shall remain in full force and effect until I am
no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect
to my holdings of and transactions in securities issued by the Company, unless
earlier revoked by me in a signed writing delivered to the foregoing
attorneys-in-fact.  Notwithstanding the foregoing, if any such attorney-in-fact
hereafter ceases to be at least one of the following: (i) an employee of the
Company, (ii) a partner of Faegre Drinker Biddle & Reath LLP or (iii) an
employee of Faegre Baker Drinker Biddle & Reath LLP, then this Power of
Attorney shall be automatically revoked solely as to such individual,
immediately upon such cessation, without any further action on my part.
       I hereby revoke all previous Powers of Attorney that have been granted by
me in connection with my reporting obligations, if any, under Section 16 of the
Exchange Act and Rule 144 under the Securities Act with respect to my holdings
 of and transactions in securities issued by the Company.

       IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly

executed as of this 21st day of June, 2021.

							/s/ Kelly Georgevich
							Kelly Georgevich

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