Edgar Filing: Bystedt Per Ivar Gosta

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bystedt Per Ivar Gosta

2. Issuer Name and Ticker or Trading Symbol
Neonode, Inc [NEON]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2700 AUGUSTINE DR, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2011

(Street)

SANTA CLARA, CA 95054

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2011	12/13/2011	S⁽¹⁾		560,000	D	$ 4	446,184 ⁽²⁾ ⁽³⁾	D
Common Stock	12/14/2011	12/14/2011	C⁽⁴⁾		33,208	A	$ 2.5	479,392	D
Common Stock	01/01/2011		C		3,475,691 ⁽³⁾	A	⁽³⁾	3,475,691 ⁽⁵⁾	I	By Iwo Jima SARL, a company owned by Mr. Bystedt.

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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

Stock Purchase Warrant

$ 1.38

10/18/2010

388,773

10/18/2010

10/18/2013

Common Stock

388,773

$ 1.38

388,773

Stock Purchase Warrant

$ 3.13

03/09/2011

7,500

03/09/2011

03/09/2016

Common Stock

7,500

$ 3.13

396,233

Stock Purchase Warrant

$ 1.38

10/18/2010

227,661

10/18/2010

10/18/2013

Common Stock

227,661

$ 1.38

623,894

By Iwo Jima SARL, a company owned by Mr. Bystedt.

Stock Option

$ 86.25

01/02/2008

1,600

01/02/2009

01/02/2015

common Stock

1,600

$ 86.25

625,494

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bystedt Per Ivar Gosta 2700 AUGUSTINE DR, SUITE 100 SANTA CLARA, CA 95054	X	X

Signatures

/s/ Per Bystedt		12/15/2011
^**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)	(1) On December 13, 2011, pursuant to an underwriting agreement dated December 7, 2011, among Neonode, Inc. (the "Company"), the selling shareholders named therein (including Mr. Bystedt), and Cowen and Company, LLC as underwriter (the "Underwriter"), Mr. Bystedt sold an aggregate of 560,000 outstanding shares of his Common Stock in the Company (including 60,000 shares through partial exercise of the Underwriter's over-allotment option) to the Underwriter at a per share price of $4.00
(2)	After the sale, Iwojima Sarl, a company 100% owned and controlled by Mr. Bystedt owns 2,436,299 shares of Neonode Inc Common stock. Mr. Bystedt owns an additional 1,006,184 shares of Neonode inc common stock directly. Mr. Bystedt owns warrants that may be exercised into 388,773 shares of Neonode Inc common stock with with an exercise price of $1.38 per share and a warrant that may be exercised into 7,500 shares of Neonode Inc common stock with with an exercise price of $3.13 per share. Iwojima Sarl owns warrants that may be exercised into 227,661 shares of Neonode Inc common stock with with an exercise price of $1.38 per share.
(3)	(2) The number shown corrects an error in Mr. Bystedt's previous related Section 16(a) filing
(4)	(3) On December 14, 2011, convertible notes entered into in March 2011 automatically converted on a cashless basis into Common Stock. As a result of the conversion, Mr. Bystedt received 30,000 shares of Common Stock attributable to $75,000 principal of a convertible loan agreement he held and 3,208 shares issuable due to outstanding interest payable under the convertible loan agreement
(5)	(4) Iwo Jima SARL owns 2,996,299 shares of outstanding Common Stock

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