SEC FORM 4/A

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

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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^*

REARDON JOHN RALPH

(Last)

(First)

(Middle)

3180 SITIO SENDERO

(Street)

CARLSBAD

92009

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	/s/ John Reardon	08/14/2013
	** 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).
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