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

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(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] 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) 3293 LEEDS WAY 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2009 (Street) DULUTH,, GA 30096 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.
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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

$ 0.01

08/28/2008(1)

J(2)

500,000

(1)(4)

01/01/2019

Common Stock

500,000

$ 0.01

500,000

D

Option to Buy

$ 0.01

09/17/2008(1)

J(3)

4,500,000

(1)(5)

06/10/2018

Common Stock

4,500,000

$ 0.01

5,000,000

D

Option to Buy

$ 0.02

04/29/2009(1)

A

525,000

(1)(6)

04/29/2019

Common Stock

525,000

$ 0.02

5,525,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZIMA MICHAEL WADE 3293 LEEDS WAY DULUTH,, GA 30096			Chief Financial Officer

Signatures

/s/ Michael W. Zima		06/22/2009
**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)	All unvested non-qualified stock options which had been previously issued and previously not reportable, now vest and become exercisable upon the occurrence of a qualifying Change in Control event, as a result of certain resolutions passed by the Issuer's Board of Directors (and Stock Option Committee) on April 29, 2009.
(2)	The stock options were granted to Mr. Zima as compensation in consideration for his services as Vice President Finance of the Company.
(3)	The stock options were granted to Mr. Zima as compensation in consideration for his services as Chief Financial Officer of the Company.
(4)	Pursuant to the schedule on Exhibit 99.1 attached hereto, this stock option grant vests ratably over the four (4) years beginning on August 28, 2009, so long as the Reporting Person remains employed with the Company.
(5)	Pursuant to the schedule on Exhibit 99.2 attached hereto, this stock option grant vests ratably over the four (4) years beginning on September 17,2009, so long as the Reporting Person remains employed with the Company.
(6)	Pursuant to the schedule on Exhibit 99.3 attached hereto, this stock option grant vests over twelve (12) months beginning May 29, 2009 so long as the Reporting Person remains employed with the Company.

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