SEC FORM 4

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^*

ZIMA MICHAEL WADE

(Last)

(First)

(Middle)

TWO CONCOURSE PARKWAY

SUITE 500

(Street)

ATLANTA

US 30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOMEDIA TECHNOLOGIES INC [ NEOM.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2011

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$0.017	04/07/2011⁽¹⁾		J⁽¹⁾		55,250		⁽²⁾⁽³⁾	04/07/2021	Common Stock	55,250	$0.017	55,250	D
Option to Buy	$0.017	04/07/2011		A		100,000		⁽⁴⁾	04/07/2021	Common Stock	100,000	$0.017	155,250	D

Explanation of Responses:

1. The Option to purchase was granted to Mr. Zima on 04/07/2011 in replacement of three prior option agreements; the first of which was dated 08/28/2008 for his services as Vice President finance of the Company; the second of which was dated 9/17/2008 for his services as Chief Financial Officer of the Company; and the third of which was dated 04/29/2009 in exchnage for a temporary reduction in his compensation.

2. The Option to purchase is subject to a right of accelerated vesting, and become exercisable upon the occurance of a qualifying Change in Control event.

3. The Option vests as follows; on 04/07/2011 for 30,250 shares; on 08/28/2011 for 1,250 shares; on 09/17/2011 for 11,250 shares; on 08/28/2012 for 1,250 shares; and on 09/17/2012 for 11,250 shares. The Option vests so long as the Reporting Person is employed or remains in a relationship with the Company, as further defined in the Stock Option Agreement.

4. The Option vests as follows; on April 7, 2012 for 25,000 shares; on April 7, 2013 for 25,000 shares; on April 7, 2014 for 25,000 shares; and on April 7, 2015 for 25,000 shares. The Option vests so long as the Reporting Person is employed or remains in a relationship with the Company, as further defined in the Stock Option Agreement.

	/s/ Michael W. Zima	06/23/2011
	** 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).
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