Sec Form 4/A Filing - Bystedt Per Ivar Gosta @ Neonode, Inc - 2013-08-12

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FORM 4/A
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NEONODE INC., STORGATAN 23C
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2013
(Street)
STOCKHOLM, V7114 55
4. If Amendment, Date Original Filed (MM/DD/YY)
08/14/2013
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 08/12/2013 X( 1 ) 320,000 ( 1 ) A $ 1.375 ( 1 ) 759,392 ( 2 ) D
Common Stock 08/12/2013 S( 1 ) 58,714 ( 1 ) D $ 7.494 ( 1 ) 700,678 D
Common Stock 08/12/2013 X( 3 ) 67,773 ( 3 ) A $ 1.375 ( 3 ) 768,451 D
Common Stock 08/12/2013 S( 3 ) 12,435 ( 3 ) D $ 7.494 ( 3 ) 756,016 D
Common Stock 08/12/2013 X( 4 ) 227,661 ( 4 ) A $ 1.375 ( 4 ) 3,223,960 I through Iwo Jima sarl, a company owned by Mr. Bystedt
Common Stock 08/12/2013 S( 4 ) 41,771 ( 4 ) D $ 7.494 ( 4 ) 3,182,189 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
Warrant $ 1.375 08/12/2013 X 320,000 04/15/2011 10/15/2013 Common Stock 320,000 $ 0 0 D
Warrant $ 1.375 08/12/2013 X 67,773 10/18/2010 10/18/2013 Common Stock 67,773 $ 0 0 D
Warrant $ 1.375 08/12/2013 X 227,661 10/18/2010 10/18/2013 Common Stock 227,661 $ 0 0 I through Iwo Jima sarl, a company owned by Mr. Bystedt
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bystedt Per Ivar Gosta
C/O NEONODE INC.
STORGATAN 23C
STOCKHOLM, V7114 55
X
Signatures
Lars Lindqvist, Attorney-in-Fact 02/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Bystedt exercised a warrant to purchase 320,000 shares of Neonode common stock (reflecting the 25-for-1 reverse stock split on March 25, 2011) and utilized a net exercise provision of the warrant. As a result, Mr. Bystedt was issued a net of 261,286 shares. The $7.494 net exercise disposition value reflects the average price of Neonode common stock for the five days prior to the exercise.
( 2 )Reflects a correction in the amount of securities beneficially owned as reported in the Form 4 amendment filed by Mr. Bystedt on September 7, 2012. That previous Form 4 amendment indicated a direct beneficial ownership of 429,392; however, the effect of the purchase of 20,000 shares reported therein equated to a direct beneficial ownership of 439,392 shares.
( 3 )Mr. Bystedt exercised a warrant to purchase 67,773 shares of Neonode common stock (reflecting the 25-for-1 reverse stock split on March 25, 2011) and utilized a net exercise provision of the warrant. As a result, Mr. Bystedt was issued a net of 55,338 shares. The $7.494 net exercise disposition value reflects the average price of Neonode common stock for the five days prior to the exercise.
( 4 )Mr. Bystedt exercised an indirect beneficially-owned warrant to purchase 227,661 shares of Neonode common stock (reflecting the 25-for-1 reverse stock split on March 25, 2011) and utilized a net exercise provision of the warrant. As a result, Mr. Bystedt was issued a net of 185,890 shares. The $7.494 net exercise disposition value reflects the average price of Neonode common stock for the five days prior to the exercise.

Remarks:
This amendment solely corrects the amount of shares of Neonode common stock disposed in the final row of column 4 corresponding to footnote 4. All other information previously reported in the in the original Form 4 is repeated herein. The previously filed original Form 4 cited 44,771 shares of stock, but the correct amount disposed pursuant to the warrant's cashless net exercise feature was 41,771 shares as indicated in this amended Form 4. The correct amount of 41,771 shares was reflected in footnote 3 of the previously filed original Form 4, which indicated that the warrant to acquire 227,661 shares resulted in a net issuance of 185,890 shares due to the cashless net exercise feature of the warrant (resulting in 41,771 shares disposed).

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