ANDR Andrea Electronics Corporation (CE)

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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Andrea Douglas 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 __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVENUE, SUITE I-B	3. Date of Earliest Transaction (MM/DD/YYYY) 8/20/2020
(Street) BOHEMIA, NY 11716 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/20/2020		P		110000	A	$0.0339	2879700	D
Common Stock	8/24/2020		P		35100	A	$0.0340	2914800	D
Common Stock	8/25/2020		P		4900	A	$0.0386	2919700	D
Common Stock								3876	I	By Daughter

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	1400000		1400000	D
Stock Option (right to buy)	$0.06							8/7/2016 (2)	8/7/2025	Common Stock	500000		500000	D
Stock Option (right to buy)	$0.1							9/2/2015 (3)	9/2/2024	Common Stock	500000		500000	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 August 7, 2015 will vest as follows: 33.3% on August 7, 2016, 33.3% on August 7, 2017 and 33.4% on August 7, 2018.
(3)	Stock Options granted on September 2, 2014 vested as follows: 33.3% on September 2, 2015, 33.3% on September 2, 2016 and 33.4% on September 2, 2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Andrea Douglas J C/O ANDREA ELECTRONICS CORPORATION 620 JOHNSON AVENUE, SUITE I-B BOHEMIA, NY 11716	X		President & CEO

Signatures
/s/ Corisa Guiffre, Power of Attorney		8/25/2020
**Signature of Reporting Person		Date