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 * REARDON JOHN RALPH   2. Issuer Name and Ticker or Trading Symbol Neonode, Inc [NEON] 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) 3180 SITIO SENDERO 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2012 (Street) CARLSBAD, CA 92009 4. If Amendment, Date Original Filed(Month/Day/Year) 04/13/2012 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 V Amount (A) or (D) Price Common Stock 03/29/2012   S   3,000 (1) (2) D $ 3.68 (2) 172,154 D   Common Stock 03/30/2012   S   1,000 (1) (2) D $ 3.65 (2) 171,154 D   Common Stock 03/30/2012   S   2,800 (1) (2) D $ 3.67 (2) 168,354 D   Common Stock 03/30/2012   S   11,000 (1) (2) D $ 3.63 (2) 157,354 D   Common Stock 04/02/2012   S   6,900 (1) (2) D $ 3.66 (2) 150,454 D   Common Stock 04/03/2012   S   500 (1) (2) D $ 3.61 (2) 149,954 D   Common Stock 04/05/2012   S   48,850 (1) (2) D $ 3.25 (2) 101,104 (3) D   Common Stock               2,754 (3) (4) I by The RTC Group (5)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REARDON JOHN RALPH 3180 SITIO SENDERO CARLSBAD, CA 92009	X

Signatures

/s/ John Reardon		08/14/2013
**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)	This amendment clarifies the presentation of the share transactions. The original filing aggregated multiple transactions into an aggregate of 74,050 shares sold and provided detail in the explanation of responses as to the dates, amounts, and prices. This amended filing properly reports each transaction separately; however, the aggregate amount of shares sold is unchanged at 74,050 shares as reported in the original filing and this amended filing.
(2)	The shares sold were acquired through net exercise of a warrant as separately reported on an additional Form 4 filed by Mr. Reardon on April 13, 2012.
(3)	This amendment corrects a miscalculation in the amount of securities beneficially owned as reported in Column 5 of Table I. The original filing reported 103,767 shares directly owned. This amended filing properly reports an aggregate of 103,858 shares directly and indirectly owned.
(4)	Reflects the 25-for-1 split of Neonode common stock on March 25, 2011.
(5)	Mr. Reardon is the President, Chief Executive Officer, and controlling shareholder of The RTC Group.

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