Sec Form 4/A Filing - REARDON JOHN RALPH @ Neonode, Inc - 2012-03-29

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 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 (MM/DD/YY) 03/29/2012 (Street) CARLSBAD, CA92009 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 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 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REARDON JOHN RALPH 3180 SITIO SENDERO CARLSBAD, CA92009 X Signatures /s/ John Reardon 08/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 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.

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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