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 10% Owner X Officer (give title below) Other (specify below) Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 08/12/2013
	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	08/12/2013		X(1)		320,000(1)	A	$1.375(1)	759,392(4)	D
Common Stock	08/12/2013		S(1)		58,714(1)	D	$7.494(1)	700,678	D
Common Stock	08/12/2013		X(2)		67,773(2)	A	$1.375(2)	768,451	D
Common Stock	08/12/2013		S(2)		12,435(2)	D	$7.494(2)	756,016	D
Common Stock	08/12/2013		X(3)		227,661(3)	A	$1.375(3)	3,223,960	I	through Iwo Jima sarl, a company owned by Mr. Bystedt
Common Stock	08/12/2013		S(3)		44,771(3)	D	$7.494(3)	3,179,189	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 (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
Warrant(1)	$1.375	08/12/2013		X			320,000	04/15/2011	10/15/2013	Common Stock	320,000	$0	0	D
Warrant(2)	$1.375	08/12/2013		X			67,773	10/18/2010	10/18/2013	Common Stock	67,773	$0	0	D
Warrant(3)	$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

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. 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.

3. 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.

4. 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.

	/s/ Per Bystedt	08/14/2013
	** Signature of Reporting Person	Date
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