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^*

O LEARY GEORGE G

(Last)

(First)

(Middle)

6506 CONTEMPO LANE

(Street)

BOCA RATON

US 33433

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating 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)
Common Stock	07/20/2007		J⁽¹⁾		5,174	A	$2.51	5,174	I	SKS Consulting⁽¹⁾
Common Stock	10/02/2007		J⁽¹⁾		2,647	A	$1.9	7,821	I	SKS Consulting⁽¹⁾
Common Stock	01/21/2008		J⁽¹⁾		2,886	A	$1.1	10,707	I	SKS Consulting⁽¹⁾
Common Stock	04/17/2008		J⁽¹⁾		2,919	A	$1	13,626	I	SKS Consulting⁽¹⁾

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		J⁽²⁾		18,772		04/07/2011	04/07/2021	Common Stock	18,772	$0.017	18,772	D
Option to Buy	$0.017	04/07/2011		A		100,000		⁽³⁾	04/07/2021	Common Stock	100,000	$0.017	118,772	D

Explanation of Responses:

1. Shares were issued to SKS Consulting of South Florida Corp., pursuant to the terms of a consulting agreement between the issuer and SKS Consulting of South Florida Corp. Reporting Person is President of SKS Consulting of South Florida Corp.

2. The Option to Buy was granted to Mr. O'Leary on 04/07/2011 in replacement of five prior option agreements. The first four prior Option Agreements were granted on 07/20/2007, 10/03/2007, 01/21/2008 and 04/17/2008 and were issued in exchange for his services under a consulting agreement. The fifth was dated 04/29/2009 in exchnage for a temporary reduction in his compensation as a Director of the Company.

3. The Option to Buy vests and becomes exercisable on a pro-rata monthly basis over an 18 month period beginning on 05/07/2011, such that the Option to Buy is fully vested on 08/07/2012 . The Option to Buy vests so long as the Repoting Person remains in a relationship with the Company, as further defined in the Stock Option Agreement.

	/s/ George G. O'Leary	07/08/2011
	** 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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