Statement of Changes in Beneficial Ownership (4)
26 August 2020 - 1:19AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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MIGLIOZZI JOSEPH J |
2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP
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ANDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVE, SUITE 1-B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2020 |
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(Street)
BOHEMIA, NY 11716
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/18/2020 | | P | | 171731 | A | $0.0303 | 1237992 | D | |
| Common Stock | 8/20/2020 | | P | | 500 | A | $0.0547 | 1238492 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Employee Stock Option (right to buy) | $0.05 | | | | | | | 11/16/2017 (1) | 11/16/2026 | Common Stock | 225000 | | 225000 | D | |
| Employee Stock Option (right to buy) | $0.08 | | | | | | | 9/22/2011 (4) | 9/22/2020 | Common Stock | 62500 | | 62500 | D | |
| Employee Stock Option (right to buy) | $0.07 | | | | | | | 10/2/2014 (3) | 10/2/2024 | Common Stock | 100000 | | 100000 | D | |
| Employee Stock Option (right to buy) | $0.08 | | | | | | | 10/21/2015 (2) | 10/21/2024 | Common Stock | 150000 | | 150000 | D | |
| Explanation of Responses: |
| (1) | Stock Options granted on November 16, 2016 will vest as follows: 33.3% on November 16, 2017, 33.3% on November 16, 2018 and 33.4% November 16, 2019. |
| (2) | Stock Options granted on October 21, 2014 will vest as follows: 33.3% on October 21, 2015, 33.3% on October 21, 2016 and 33.4% on October 21, 2017. |
| (3) | Stock Options granted on October 2, 2014 will vest as follows: 33.3% on October 2, 2014, 33.3% on October 2, 2015 and 33.4% on October 2, 2016. |
| (4) | Stock Options granted on September 22, 2010 vested as follows: 33.3% on March 22, 2011, 33.3% on September 22, 2011 and 33.4% on March 22, 2012. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MIGLIOZZI JOSEPH J
C/O ANDREA ELECTRONICS CORPORATION
620 JOHNSON AVE, SUITE 1-B
BOHEMIA, NY 11716 | X |
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Signatures
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| /s/ Joseph J. Migliozzi | | 8/25/2020 |
| **Signature of Reporting Person | Date |
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