Sec Form 4 Filing - Forssell Urban @ Neonode Inc. - 2020-08-07

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 Forssell Urban 2. Issuer Name and Ticker or Trading Symbol Neonode Inc. [ NEON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NEONODE INC., STORGATAN 23C 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2020 (Street) STOCKHOLM, V7114 55 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

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 Series C-2 5% Convertible Preferred Stock ( 1 ) 08/07/2020 P 650 ( 1 ) ( 1 ) Common Stock 100,000 $ 1,000 650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Forssell Urban C/O NEONODE INC. STORGATAN 23C STOCKHOLM, V7114 55 Chief Executive Officer Signatures /s/ Maria Ek, attorney-in-fact 08/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 5, 2020, the Issuer entered into a Securities Purchase Agreement with certain institutional and accredited investors (the "Private Placement"). The Private Placement included Series C-2 5% Convertible Preferred Stock (the "Series C-2 Preferred Stock") with a stated value of $1,000 per share. Each share of Series C-2 Preferred Stock will automatically convert into 1,000 shares of the Issuer's Common Stock, based upon a conversion price of $6.50 per share, upon shareholder approvals with respect to the Private Placement, including the issuance to the Reporting Person. The Series C-2 Preferred Stock does not have an expiration date. The shares of Common Stock and Series C-2 Preferred Stock reported herein were acquired by the Reporting Person from the Issuer pursuant to the Private Placement and approved by the Board of Directors, including non-employee directors, of the Issuer.

Remarks: Exhibit number 24.1 - Power of Attorney (POA)

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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