SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Bystedt Per Ivar Gosta (Last) (First) (Middle) 2700 AUGUSTINE DR, SUITE 100 (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	12/13/2011	12/13/2011	S(1)		560,000	D	$4	446,184(2)(3)	D
Common Stock	12/14/2011	12/14/2011	C(4)		33,208	A	$2.5	479,392	D
Common Stock	01/01/2011		C		3,475,691(3)	A	(3)	3,475,691(5)	I	By 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 (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 Securities Underlying Derivative Security (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: 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 Purchase Warrant	$1.38	10/18/2010		A		388,773		10/18/2010	10/18/2013	Common Stock	388,773	$1.38	388,773	D
Stock Purchase Warrant	$3.13	03/09/2011		A		7,500		03/09/2011	03/09/2016	Common Stock	7,500	$3.13	396,233	D
Stock Purchase Warrant	$1.38	10/18/2010		P		227,661		10/18/2010	10/18/2013	Common Stock	227,661	$1.38	623,894	I	By Iwo Jima SARL, a company owned by Mr. Bystedt.
Stock Option	$86.25	01/02/2008		A		1,600		01/02/2009	01/02/2015	common Stock	1,600	$86.25	625,494	D

Explanation of Responses:

1. (1) On December 13, 2011, pursuant to an underwriting agreement dated December 7, 2011, 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 an aggregate of 560,000 outstanding shares of his Common Stock in the Company (including 60,000 shares through partial exercise of the Underwriter's over-allotment option) to the Underwriter at a per share price of $4.00

2. After the sale, Iwojima Sarl, a company 100% owned and controlled by Mr. Bystedt owns 2,436,299 shares of Neonode Inc Common stock. Mr. Bystedt owns an additional 1,006,184 shares of Neonode inc common stock directly. Mr. Bystedt owns warrants that may be exercised into 388,773 shares of Neonode Inc common stock with with an exercise price of $1.38 per share and a warrant that may be exercised into 7,500 shares of Neonode Inc common stock with with an exercise price of $3.13 per share. Iwojima Sarl owns warrants that may be exercised into 227,661 shares of Neonode Inc common stock with with an exercise price of $1.38 per share.

3. (2) The number shown corrects an error in Mr. Bystedt's previous related Section 16(a) filing

4. (3) On December 14, 2011, convertible notes entered into in March 2011 automatically converted on a cashless basis into Common Stock. As a result of the conversion, Mr. Bystedt received 30,000 shares of Common Stock attributable to $75,000 principal of a convertible loan agreement he held and 3,208 shares issuable due to outstanding interest payable under the convertible loan agreement

5. (4) Iwo Jima SARL owns 2,996,299 shares of outstanding Common Stock

Remarks:

	/s/ Per Bystedt	12/15/2011
	** Signature of Reporting Person	Date
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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