Filing Details
- Accession Number:
- 0001144204-19-008820
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-19 13:46:00
- Filed By:
- Bettis Carr
- Company:
- Audioeye Inc (NASDAQ:AEYE)
- Filing Date:
- 2019-02-19
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carr Bettis | 974,505 | 0 | 974,505 | 0 | 974,505 | 12.7% |
| CSB IV US Holdings | 520,668 | 0 | 520,668 | 0 | 520,668 | 6.9% |
| UNITED STATES
SCHEDULE 13G
Under the Securities Exchange Act of 1934 |
| AudioEye, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 050734201 |
| (CUSIP Number) |
| December 31, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 7 Pages
| 1 | NAMES OF REPORTING PERSONS Carr Bettis
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| 974,505 shares(1) |
| 6 | SHARED VOTING POWER
| 0 shares | |
| 7 | SOLE DISPOSITIVE POWER
| 974,505 shares(1) | |
| 8 | SHARED DISPOSITIVE POWER
| 0 shares | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 974,505 shares
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
| ¨
| |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| 12.7%(2) | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
| IN | |
| (1) | Comprised of (i) 100,000 shares of common stock, options to purchase 80,000 shares of common stock that were exercisable as of or within 60 days after December 31, 2018, and warrants to purchase 105,785 shares of common stock that were exercisable as of or within 60 days after December 31, 2018, each held by Dr. Bettis; (ii) 508,988 shares of common stock and warrants to purchase 11,680 shares of common stock that were exercisable as of or within 60 days after December 31, 2018, each held by CSB IV US Holdings, LLC, an entity for which Dr. Bettis is deemed a beneficial owner; (iii) 18,600 shares of common stock held by Carr Bettis’ IRA, for which Dr. Bettis is deemed the beneficial owner; and (iv) 54,856 shares of common stock, warrants to purchase 1,875 shares of common stock that were exercisable as of or within 60 days after December 31, 2018, and 26,801 shares of common stock that, as of or within 60 days after December 31, 2018, were issuable upon conversion of 10,000 shares of Series A Convertible Preferred Stock (including accrued dividends), each held by the J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03, an entity for which Dr. Bettis is deemed the beneficial owner. |
| (2) | Based on 7,579,995 shares outstanding as of December 31, 2018. |
Page 2 of 7 Pages
| 1 | NAMES OF REPORTING PERSONS CSB IV US Holdings, LLC
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
| (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
| 520,668 shares |
| 6 | SHARED VOTING POWER
| 0 shares | |
| 7 | SOLE DISPOSITIVE POWER
| 520,668 shares | |
| 8 | SHARED DISPOSITIVE POWER
| 0 shares | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 520,668 shares | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
| ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| 6.9%(1) | |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
| OO | |
| (1) | Based on 7,579,995 shares outstanding as of December 31, 2018. |
Page 3 of 7 Pages
| Item 1(a) | Name of Issuer:
AudioEye, Inc.
|
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
5210 E. Williams Circle, Suite 750, Tucson, AZ 85711
|
| Item 2(a) | Name of Person Filing:
Carr Bettis (including Carr Bettis IRA)
CSB IV US Holdings, LLC
The foregoing named persons are sometimes together referred to herein as the “Reporting Persons.”
|
| Item 2(b) | Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the Reporting Persons is c/o AudioEye, Inc., 5210 E. Williams Circle, Suite 750, Tucson, AZ 85711
|
| Item 2(c) | Citizenship:
Carr Bettis - United States citizen
CSB IV US Holdings, LLC - limited liability company formed under the laws of the State of Delaware.
|
| Item 2(d) | Title of Class of Securities:
Common Stock
|
| Item 2(e) | CUSIP No.: 050734201 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
Page 4 of 7 Pages
| (g) ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution. |
Not applicable
| Item 4. | Ownership: |
| The following information with respect to the ownership of AudioEye, Inc.’s Common Stock by the Reporting Persons is provided as of December 31, 2018: |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| Item 5. | Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [_]
|
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person:
Not applicable |
Page 5 of 7 Pages
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable
|
| Item 8. | Identification and Classification of Members of the Group:
Not applicable
|
| Item 9. | Notice of Dissolution of Group:
Not applicable
|
| Item 10. | Certifications:
Not applicable |
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 15, 2019 | ||
| /s/ Carr Bettis | ||
| CARR BETTIS (Signature) | ||
| CSB IV US HOLDINGS, LLC | ||
| By: | /s/ Carr Bettis | |
| Carr Bettis (Signature) | ||
| Title: | Authorized Signatory | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 7 of 7 Pages