SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* CLINE J MICHAEL (Last) (First) (Middle) 51 MADISON AVENUE 31ST FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2011	3. Issuer Name and Ticker or Trading Symbol NEOMEDIA TECHNOLOGIES INC [ NEOM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)(2)	(1)(2)	Common Stock	6,443,299	(1)(2)	I	See Footnote(3)

1. Name and Address of Reporting Person* CLINE J MICHAEL (Last) (First) (Middle) 51 MADISON AVENUE 31ST FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JMC Holdings, L.P. (Last) (First) (Middle) 51 MADISON AVENUE 31ST FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series C Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), represented herein is immediately convertible, and if converted as of the date hereof, would convert into 6,443,299 shares of common stock (the "Common Stock"), par value $0.001 per share, of NeoMedia Technologies, Inc. (the "Issuer"), and has no expiration date. The Certificate of Designation of the Preferred Stock (the "Certificate of Designation") provides that each share of the Preferred Stock is convertible into Common Stock of the Issuer equal to the quotient of the liquidation amount divided by the conversion price.

2. The liquidation amount is equal to one thousand dollars ($1,000) per share of Preferred Stock. The conversion price is equal to, at the option of the holder, the lesser of (i) fifty cents ($0.50) or (ii) 97% of the lowest closing bid price of the Common Stock for the one hundred twenty-five (125) trading days immediately preceding the date of conversion, as quoted by Bloomberg LP. The Certificate of Designation further provides that no holder of the Preferred Stock shall be entitled to convert the Preferred Stock to the extent that such conversion would cause the aggregate number of shares of Common Stock beneficially owned by such holder to exceed 9.99% of the outstanding shares of Common Stock following such conversion.

3. J. Michael Cline is the general partner of JMC Holdings, L.P. JMC Holdings, L.P. is the beneficial owner of the reported securities. J. Michael Cline and JMC Holdings, L.P. disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Issuer's shares in which such persons have no actual pecuniary interest.

Remarks:

Exhibit 99.1 Joint Filing Agreement

	/s/ JMC Holdings, L.P., by J. Michael Cline, General Partner	01/13/2011
	/s/ J. Michael Cline	01/13/2011
	** Signature of Reporting Person	Date
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