Statement of Changes in Beneficial Ownership (4)
October 01 2020 - 9:16AM
Edgar (US Regulatory)
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
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3235-0287
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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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1. Name and Address of Reporting Person
*
Rosberg Ulf |
2. Issuer Name and Ticker or Trading Symbol
Neonode Inc.
[
NEON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
FAFNERVAEGEN 2 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2020 |
(Street)
DJURSHOLM, V7
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/29/2020 | | C(1) | | 264112 | A | $6.50 | 1854068 | I | Through UMR Invest AB, an entity owned by Ulf Rosberg |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Series C-2 5% Convertible Preferred Stock | (1) | 9/29/2020 | | C (1) | | | 1716.728 | (1) | (1) | Common Stock | 264112 | $0.00 | 0 | I | Through UMR Invest AB, an entity owned by Ulf Rosberg |
Explanation of Responses: |
(1) | On August 5, 2020, the Issuer entered into a Securities Purchase Agreement with certain institutional and accredited investors (the "Private Placement"). The Private Placement included Series C-2 5% Convertible Preferred Stock (the "Series C-2 Preferred Stock") with a stated value of $1,000 per share. Each share of Series C-2 Preferred Stock automatically converted into 1,000 shares of the Issuer's Common Stock, based upon a conversion price of $6.50 per share, upon shareholder approvals with respect to the Private Placement, including the issuance to the Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rosberg Ulf FAFNERVAEGEN 2 DJURSHOLM, V7 | X | X |
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Signatures
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/s/ Maria Ek, attorney-in-fact | | 9/30/2020 |
**Signature of Reporting Person | Date |
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