EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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
1. Name and Address of Reporting Person *
CLINE J MICHAEL
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/3/2011
3. Issuer Name and Ticker or Trading Symbol
NEOMEDIA TECHNOLOGIES INC [NEOM]
(Last) (First) (Middle)
51 MADISON AVENUE, 31ST FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Street)
NEW YORK, NY 10010
(City) (State) (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)
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 Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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 6443299 (1) (2) I See Footnote (3)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLINE J MICHAEL
51 MADISON AVENUE
31ST FLOOR
NEW YORK, NY 10010
X
JMC Holdings, L.P.
51 MADISON AVENUE
31ST FLOOR
NEW YORK, NY 10010
X
Signatures
/s/ JMC Holdings, L.P., by J. Michael Cline, General Partner 1/13/2011
** Signature of Reporting Person Date
/s/ J. Michael Cline 1/13/2011
** 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 5(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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Exhibit 99.1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
Dated: January 13, 2011
JMC HOLDINGS, L.P.
By: /s/ J. Michael Cline
Name: J. Michael Cline
Title: General Partner
By: /s/ J. Michael Cline
Name: J. Michael Cline
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