SEC Info - Migliozzi Joseph J - ‘4’ for 12/14/21 re: Andrea Electronics Corp.

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

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 ^*

MIGLIOZZI JOSEPH J

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)

(Last)

(First)

(Middle)

C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVE, SUITE 1-B

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2021

(Street)

BOHEMIA, NY 11716

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Amount

(A) or (D)

Price

Common Stock

12/14/2021

142,900

$0.031

1,672,254

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 1474 (9-02)

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 Underlying Securities
(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

(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

225,000

Employee Stock Option (right to buy)

$0.07

10/02/2014 ⁽³⁾

10/02/2024

Common Stock

100,000

Employee Stock Option (right to buy)

$0.08

10/21/2015 ⁽²⁾

10/12/2024

Common Stock

150,000

Reporting Owners

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

Signatures

/s/ Joseph J. Migliozzi

12/17/2021

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Migliozzi Joseph J – ‘4’ for 12/14/21 re: Andrea Electronics Corp.

On: Friday, 12/17/21, at 7:05pm ET · For: 12/14/21 · Accession #: 1206774-21-2886 · File #: 1-04324

Previous ‘4’: ‘4’ on 12/7/20 for 9/9/20 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Migliozzi Joseph J – ‘4’ for 12/14/21 re: Andrea Electronics Corp.

On: Friday, 12/17/21, at 7:05pm ET · For: 12/14/21 · Accession #: 1206774-21-2886 · File #: 1-04324

Previous ‘4’: ‘4’ on 12/7/20 for 9/9/20 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents