Neonode Inc. — Director's Dealing 2011

Dec 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neonode, Inc (NEON)
CIK: 0000087050
Period of Report: 2011-12-13

Reporting Person: Bystedt Per Ivar Gosta (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Common Stock	S	560000	$4.00	Disposed	446184	Direct
2011-12-14	Common Stock	C	33208	$2.50	Acquired	479392	Direct
2011-01-01	Common Stock	C	3475691	—	Acquired	3475691	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-18	Stock Purchase Warrant	$1.38	A	388773	Acquired	2013-10-18	Common Stock (388773)	Direct
2011-03-09	Stock Purchase Warrant	$3.13	A	7500	Acquired	2016-03-09	Common Stock (7500)	Direct
2010-10-18	Stock Purchase Warrant	$1.38	P	227661	Acquired	2013-10-18	Common Stock (227661)	Indirect
2008-01-02	Stock Option	$86.25	A	1600	Acquired	2015-01-02	common Stock (1600)	Direct

Footnotes

F1: (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

F2: 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.

F3: (2) The number shown corrects an error in Mr. Bystedt's previous related Section 16(a) filing

F4: (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

F5: (4) Iwo Jima SARL owns 2,996,299 shares of outstanding Common Stock