SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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 APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MIGLIOZZI JOSEPH J

(Last) (First) (Middle)
C/O ANDREA ELECTRONICS CORPORATION
65 ORVILLE DRIVE

(Street)
BOHEMIA NY 11716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP [ ANDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2010
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/10/2010 P 50,000 A $0.07 496,261 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) $0.52 10/01/2004 10/01/2013 Common Stock 35,000 35,000 D
Employee Stock Option (right to buy) $0.17 11/21/2004 05/21/2014 Common Stock 25,000 25,000 D
Employee Stock Option (right to buy) $0.05 11/10/2005 08/10/2015 Common Stock 75,000 75,000 D
Employee Stock Option (right to buy) $0.05 05/01/2006 11/01/2015 Common Stock 40,000 40,000 D
Employee Stock Option (right to buy) $0.12 05/16/2007 11/16/2016 Common Stock 41,667 41,667 D
Employee Stock Option (right to buy) $0.11 03/12/2008 09/12/2017 Common Stock 45,455 45,455 D
Employee Stock Option (right to buy) $0.11 09/12/2008(1) 09/12/2017 Common Stock 15,000 15,000 D
Employee Stock Option (right to buy) $0.04 02/08/2009 08/08/2018 Common Stock 125,000 125,000 D
Employee Stock Option (right to buy) $0.04 08/08/2009(2) 08/08/2018 Common Stock 15,000 15,000 D
Employee Stock Option (right to buy) $0.11 01/24/2010(3) 07/24/2019 Common Stock 45,455 45,455 D
Explanation of Responses:
1. Stock Options granted on September 12, 2007 will vest as follows: 33.3% on September 12, 2008, 33.3% on September 12, 2009 and 33.4% on September 12, 2010.
2. Stock Options granted on August 8, 2008 will vest as follows: 33.3% on August 8, 2009, 33.3% on August 8, 2010 and 33.4% on August 8, 2011.
3. Stock Options granted on July 24,2009 will vest as follows: 33.3% on January 24, 2010, 33.3% on July 24, 2010 and 33.4% on January 24, 2011.
Remarks:
/s/ Corisa Guiffre, Power of Attorney 05/12/2010
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.