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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARRIOTT LAURA ANNE
   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 Executive 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

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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 $ 0.017 04/07/2011(1)   J(1)   51,775     (2)(3) 04/07/2021 Common Stock 51,775 $ 0.017 51,775 D  
Option to Buy $ 0.017 04/07/2011   A   100,000     (4) 04/07/2021 Common stock 100,000 $ 0.017 151,775 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARRIOTT LAURA ANNE
TWO CONCOURSE PARKWAY
SUITE 500
ATLANTA, GA US 30328		   X     Chief Executive Officer  

Signatures

 /s/ Laura A. Marriott   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 Buy was granted to Ms. Marriott on 04/07/2011 in replacement of two prior option agreements; the first was dated 01/01/2009 for her services as a Director of the Company; and the second was dated 04/29/2009 in exchnage for a temporary reduction in her compensation as a Director of the Company.
(2) The Option to Buy is subject to a right of accelerated vesting, and becomes exercisable upon the occurance of a qualifying Change in Control event.
(3) The Option to Buy vests and becomes exercisable as follows; on 04/07/2011 for 26,775 shares; on 01/01/2012 for 12,500 shares; and on 01/01/2013 for 12,500 shares. 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.
(4) 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.

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