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*
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)
08/06/2015
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 08/06/2015 M 75,000 A $0.05 786,261 D
Common Stock 08/06/2015 M 40,000 A $0.05 826,261 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) $0.05 08/06/2015 M 40,000 05/01/2006 11/01/2015 Common Stock 40,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $0.05 08/06/2015 M 75,000 11/10/2005 08/10/2015 Common Stock 75,000 $0.0000 0.0000 D
Employee Stock Option (right to buy) $0.11 01/24/2010 07/24/2019 Common Stock 45,455 45,455 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) $0.11 03/12/2008 09/12/2017 Common Stock 45,455 45,455 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) $0.04 08/08/2009 08/08/2018 Common Stock 15,000 15,000 D
Employee Stock Option (right to buy) $0.11 09/12/2008 09/12/2017 Common Stock 15,000 15,000 D
Employee Stock Option (right to buy) $0.08 09/22/2011 09/22/2020 Common Stock 62,500 62,500 D
Employee Stock Option (right to buy) $0.07 10/02/2014(1) 10/02/2024 Common Stock 100,000 100,000 D
Employee Stock Option (right to buy) $0.08 10/21/2015(2) 10/21/2024 Common Stock 150,000 150,000 D
Explanation of Responses:
1. 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.
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.
/s/ Corisa Guiffre, Power of Attorney 08/10/2015
** 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.