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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Neonode, Inc [ NEON ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/12/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 08/14/2013 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(2) | D | |||
Common Stock | 08/12/2013 | S(1) | 58,714(1) | D | $7.494(1) | 700,678 | D | |||
Common Stock | 08/12/2013 | X(3) | 67,773(3) | A | $1.375(3) | 768,451 | D | |||
Common Stock | 08/12/2013 | S(3) | 12,435(3) | D | $7.494(3) | 756,016 | D | |||
Common Stock | 08/12/2013 | X(4) | 227,661(4) | A | $1.375(4) | 3,223,960 | I | through Iwo Jima sarl, a company owned by Mr. Bystedt | ||
Common Stock | 08/12/2013 | S(4) | 41,771(4) | D | $7.494(4) | 3,182,189 | 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) | |||||||||||||||
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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 | $1.375 | 08/12/2013 | X | 320,000 | 04/15/2011 | 10/15/2013 | Common Stock | 320,000 | $0.00 | 0 | D | ||||
Warrant | $1.375 | 08/12/2013 | X | 67,773 | 10/18/2010 | 10/18/2013 | Common Stock | 67,773 | $0.00 | 0 | D | ||||
Warrant | $1.375 | 08/12/2013 | X | 227,661 | 10/18/2010 | 10/18/2013 | Common Stock | 227,661 | $0.00 | 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. 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. |
3. 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. |
4. 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. |
Remarks: |
This amendment solely corrects the amount of shares of Neonode common stock disposed in the final row of column 4 corresponding to footnote 4. All other information previously reported in the in the original Form 4 is repeated herein. The previously filed original Form 4 cited 44,771 shares of stock, but the correct amount disposed pursuant to the warrant's cashless net exercise feature was 41,771 shares as indicated in this amended Form 4. The correct amount of 41,771 shares was reflected in footnote 3 of the previously filed original Form 4, which indicated that the warrant to acquire 227,661 shares resulted in a net issuance of 185,890 shares due to the cashless net exercise feature of the warrant (resulting in 41,771 shares disposed). |
Lars Lindqvist, Attorney-in-Fact | 02/16/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |