Edgar Filing: ANGELO MARK

Ownership Submission

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, 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 ^*

Â YA Global Investments

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2010

3. Issuer Name and Ticker or Trading Symbol
NEOMEDIA TECHNOLOGIES INC [NEOM]

(Last)

(First)

(Middle)

101 HUDSON STREET,Â SUITE 3700

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 Original Filed(Month/Day/Year)

(Street)

JERSEY CITY,Â NJÂ 07302

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock, par value $.01	36,331,729	D ⁽¹⁾ ⁽⁷⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C 8% Convertible Preferred Stock	Â ⁽⁹⁾	02/15/2009	Common Stock	14,113	$ ⁽¹⁰⁾	D ⁽⁴⁾ ⁽⁷⁾ ⁽⁹⁾	Â
Series D 8% Convertible Preferred Stock	Â ⁽³⁾	Â ⁽⁸⁾	Common Stock	25,000	$ ⁽¹¹⁾	D ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 15.0%	Â ⁽²⁾	07/29/2012	Common Stock	390,000	$ ⁽¹²⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 15.0%	Â ⁽²⁾	07/29/2012	Common Stock	500,000	$ ⁽¹³⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 15.0%	Â ⁽²⁾	07/29/2012	Common Stock	790,000	$ ⁽¹²⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 15.0%	Â ⁽²⁾	07/29/2012	Common Stock	137,750	$ ⁽¹²⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 10.0%	Â ⁽²⁾	07/29/2012	Common Stock	5,000,000	$ ⁽¹⁴⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	2,325,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	2,325,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	294,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	715,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	535,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	475,000	$ ⁽¹⁵⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 14.0%	Â ⁽²⁾	07/29/2012	Common Stock	1,775,000	$ ⁽¹²⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 10.0%	Â ⁽²⁾	07/29/2010	Common Stock	2,500,000	$ ⁽¹⁴⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Secured Convertible Debenture 13.0%	Â ⁽²⁾	07/29/2012	Common Stock	7,458,651	$ ⁽¹⁶⁾	D ⁽²⁾ ⁽⁵⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/31/2011	Common Stock	20,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/31/2011	Common Stock	30,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	02/28/2011	Common Stock	25,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/31/2011	Common Stock	50,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/24/2011	Common Stock	25,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/24/2011	Common Stock	50,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	08/24/2011	Common Stock	50,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	12/29/2011	Common Stock	42,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	03/26/2012	Common Stock	125,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	05/16/2013	Common Stock	7,500,000	$ 0.0175	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	06/02/2013	Common Stock	50,000,000	$ 0.01	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	07/29/2013	Common Stock	100,000,000	$ 0.02	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	07/29/2013	Common Stock	100,000,000	$ 0.01	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Warrant	Â ⁽²⁾	07/29/2013	Common Stock	125,000,000	$ 0.01	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
YA Global Investments 101 HUDSON STREET SUITE 3700 JERSEY CITY,Â NJÂ 07302	Â	Â X	Â	Â
YORKVILLE ADVISORS LLC 101 HUDSON STREET SUITE 3700 JERSEY CITY,Â NJÂ 07302	Â	Â X	Â	Â
ANGELO MARK 101 HUDSON STREET SUITE 3700 JERSEY CITY,Â NJÂ 07302	Â	Â X	Â	Â

Signatures

/s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager		01/12/2010
^**Signature of Reporting Person		Date
/s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager		01/12/2010
^**Signature of Reporting Person		Date
/s/ Mark Angelo		01/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	YA Global Investments, L.P. ("YA Global") directly owns 36,331,729 shares of Common Stock. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the 36,331,729 shares of Common Stock beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the 36,331,729 shares of Common Stock beneficially owned by YA Global.
(2)	These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security.
(3)	These derivative securities are Series D Share entitles Yorkville to vote on an as-converted basis with the holders of the Company's common stock, par value $0.01 per share ("Common Stock"), for a period of one hundred twenty (120) days following the effective date of the Series D Certificate, resulting in one hundred thousand (100,000) votes for each one (1) share of the Series D Shares. Commencing ninety (90) days from the effective date of the Series D Certificate, no holder of the Series D Preferred Shares shall be entitled to convert the Series D Preferred Shares to the extent, but not only to the extent, that such conversion would, upon giving effect to such conversion, cause the aggregate number of shares of Common Stock beneficially owned by such Holder to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security
(4)	As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible preferred stock beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global.
(5)	As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible debenture beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global.
(6)	As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the warrant beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global.
(7)	Except for the 36,331,729 shares of Common Stock and the Derivative Securities beneficially owned by YA Global, the other Reporting Persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
(8)	N/A
(9)	These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security.
(10)	Each preferred share converts into 1,000 shares of common stock, priced at $0.50 or 97% of the lowest closing bid during the previous (125) trading days
(11)	Each preferred share converts into 100,00 shares of common stock priced at $0.02 or 97% of the lowest closing bid during the previous (125) trading days
(12)	$0.01 or 80% of the lowest bid for the previous (125) trading days.
(13)	$0.015 or 80% of the lowest bid for the previous (125) trading days.
(14)	$0.01 or 90% of the lowest bid for the previous (125) trading days.
(15)	$0.02 or 95% of the lowest bid for the previous (125) trading days.
(16)	$0.02 or 90% of the lowest bid for the previous (125) trading days.
Â Remarks: ThisÂ reportÂ isÂ filedÂ jointlyÂ byÂ YAÂ GlobalÂ Investments,Â L.P.,Â YorkvilleÂ Advisors,Â LLCÂ andÂ MarkÂ Angelo.

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