Sec Form 4 Filing - Bystedt Per Ivar Gosta @ Neonode, Inc - 2011-12-29

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 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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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 (MM/DD/YY) 12/29/2011 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2011 12/29/2011 S( 1 ) 60,000 D $ 4 419,392 D Common stock 2,996,299 I Through Iwo Jima sarl, a company owned by Mr. Bystedt

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option $ 86.25 01/02/2009 01/02/2015 Common Stock 1,600 1,600 D Stock Purchase Warrant $ 1.38 10/18/2010 10/18/2013 Common Stock 388,773 388,773 D Stock Purchase Warrant $ 1.38 10/18/2010 10/18/2013 Common Stock 227,661 227,661 I Through Iwo Jima Sarl, a Company woned by Mr. Bystedt Stock Purchase Warrant $ 3.13 03/09/2011 03/09/2016 Common Stock 7,500 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bystedt Per Ivar Gosta 2700 AUGUSTINE DR, SUITE 100 SANTA CLARA, CA95054 X X Signatures /s/ Per Bystedt 12/29/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2011, pursuant to an underwriting agreement 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 60,000 of his outstanding shares of common stock in the company through full exercise of the Underwriter's over-allotment option to the Underwriter at a per share price of $4.00

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).

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