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
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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*
SPAET JONATHAN D

(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)
06/01/2010
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 06/01/2010 S 5,000 D $0.06 304,261 D
Common Stock 06/01/2010 S 95,000 D $0.055 209,261 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
Stock Option (right to buy) $0.34 05/12/2004 05/12/2013 Common Stock 35,000 35,000 D
Stock Option (right to buy) $0.05 11/10/2005 08/10/2015 Common Stock 75,000 75,000 D
Stock Option (right to buy) $0.12 05/16/2007 11/16/2016 Common Stock 16,667 16,667 D
Stock Option (right to buy) $0.11 03/12/2008 09/12/2017 Common Stock 18,182 18,182 D
Stock Option (right to buy) $0.11 09/12/2008(1) 09/12/2017 Common Stock 15,000 15,000 D
Stock Option (right to buy) $0.04 02/08/2009 08/08/2018 Common Stock 50,000 50,000 D
Stock Option (right to buy) $0.04 08/08/2009(2) 08/08/2018 Common Stock 15,000 15,000 D
Stock Option (right to buy) $0.11 01/24/2010(3) 07/24/2019 Common Stock 18,182 18,182 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 1, 2009, 33.3% on August 1, 2010 and 33.4% on August 1, 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 06/03/2010
** 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.
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