FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * REARDON JOHN RALPH   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) (Last) (First) (Middle) 3180 SITIO SENDERO 3. Date of Earliest Transaction (Month/Day/Year) 08/12/2013 (Street) CARLSBAD, CA 92009 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 08/12/2013   X(1)   80,000 (1) A $ 1.375 (1) 161,958 (2) D   Common Stock 08/12/2013   S(1)   14,678 (1) D $ 7.494 (1) 147,280 D   Common Stock               2,754 (2) I by The RTC Group (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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)

$ 1.375

08/12/2013

X

80,000

04/15/2011

10/15/2013

Common Stock

80,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REARDON JOHN RALPH 3180 SITIO SENDERO CARLSBAD, CA 92009	X

Signatures

/s/ John Reardon		08/14/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	Mr. Reardon is President, Chief Executive Officer, and controlling shareholder, of The RTC Group.

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