SEC Form 4/A · accession 0001209191-16-098831
Neonode Inc. · NEON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 12, 2013 | X | 320,000 | $1.375 | A | 759,392 | D | |
| Common StockF1 | Aug 12, 2013 | S | 58,714 | $7.494 | D | 700,678 | D | |
| Common StockF3 | Aug 12, 2013 | X | 67,773 | $1.375 | A | 768,451 | D | |
| Common StockF3 | Aug 12, 2013 | S | 12,435 | $7.494 | D | 756,016 | D | |
| Common StockF4 | Aug 12, 2013 | X | 227,661 | $1.375 | A | 3,223,960 | I | through Iwo Jima sarl, a company owned by Mr. Bystedt |
| Common StockF4 | Aug 12, 2013 | S | 41,771 | $7.494 | D | 3,182,189 | I | through Iwo Jima sarl, a company owned by Mr. Bystedt |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant | $1.375 | Aug 12, 2013 | X | 320,000 | D | Apr 15, 2011 | Oct 15, 2013 | Common Stock | 320,000 | 0 | D |
| Warrant | $1.375 | Aug 12, 2013 | X | 67,773 | D | Oct 18, 2010 | Oct 18, 2013 | Common Stock | 67,773 | 0 | D |
| Warrant | $1.375 | Aug 12, 2013 | X | 227,661 | D | Oct 18, 2010 | Oct 18, 2013 | Common Stock | 227,661 | 0 | I |
Explanation of responses
- F1Mr. 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.
- F2Reflects 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.
- F3Mr. 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.
- F4Mr. 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).