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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(Print or Type Responses)

1. Name and Address of Reporting Person * Bystedt Per Ivar Gosta   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 __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O NEONODE, INC., 2700 AUGUSTINE DR., SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 03/17/2014 (Street) SANTA CLARA, CA 95054 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 03/17/2014 03/17/2014 J(1)   200,000 D $ 6.67 (2) 192,984 D   Common Stock               2,789,707 I by Phenning Holdings Limited

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bystedt Per Ivar Gosta C/O NEONODE, INC. 2700 AUGUSTINE DR., SUITE 100 SANTA CLARA, CA 95054	X		Executive Chairman

Signatures

/s/ Dave Brunton, attorney-in-fact		03/19/2014
**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)	In a privately-negotiated transaction, Mr. Bystedt delivered 200,000 shares of common stock to an unaffiliated third party creditor in repayment of a personal loan. Neonode Inc. was not a party to such loan, and did not extend, arrange, or renew such loan or the repayment of such loan. Mr. Bystedt's intention to offer his personal shares in exchange for repayment of his personal loan previously was disclosed in the prospectus supplement filed by Neonode Inc. on September 12, 2013 relating to the public offering by Neonode and certain selling shareholders, including Mr. Bystedt, to sell shares of common stock at a price of $6.60 per share pursuant to an underwriting agreement.
(2)	The $6.67 deemed price per share reflects the closing price of Neonode Inc. common stock on March 17, 2004, which was the day Mr. Bystedt and the creditor agreed to enter into the privately-negotiated transaction.
Remarks: Under POA as filed herewith. Exhibit List: Exhibit No. 24 - Power of Attorney (POA)

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