Neonode Inc. — Director's Dealing 2013

Aug 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neonode, Inc (NEON)
CIK: 0000087050
Period of Report: 2013-08-12

Reporting Person: REARDON JOHN RALPH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-12	Common Stock	X	80000	$1.375	Acquired	161958	Direct
2013-08-12	Common Stock	S	14678	$7.494	Disposed	147280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-12	Warrant	$1.375	X	80000	Disposed	2013-10-15	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2754	Indirect

Footnotes

F1: Mr. Reardon exercised a warrant to purchase 80,000 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. Reardon was issued a net of 65,322 shares. The $7.494 net exercise disposition value reflects the average price of Neonode common stock for the five days prior to the exercise.

F2: Reflects a correction in the nature and amount of securities beneficially owned as reported in the two Form 4 amendments filed by Mr. Reardon on August 14, 2013 with respect to Forms 4 originally filed on January 27, 2009 and March 29, 2012. Also, the Form 4 filed by Mr. Reardon on May 17, 2013 incorrectly reported the amount beneficially owned by Mr. Reardon following that transaction; such amount was reported as an aggregate of 81,667 shares beneficially owned but properly was reportable as an aggregate 81,958 shares beneficially owned, of which 2,754 shares were owned indirectly by The RTC Group.

F3: Mr. Reardon is President, Chief Executive Officer, and controlling shareholder, of The RTC Group.