Ownership Submission
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

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ZIMA MICHAEL WADE
   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
(Last)
(First)
(Middle)
TWO CONCOURSE PARKWAY, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
04/07/2011
(Street)

ATLANTA, GA US 30328		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Underlying Securities
(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
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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZIMA MICHAEL WADE
TWO CONCOURSE PARKWAY
SUITE 500
ATLANTA, GA US 30328		       Chief Financial Officer  

Signatures

 /s/ Michael W. Zima   06/23/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.