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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1. Name and Address of Reporting Person * O LEARY GEORGE G   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 Operating Officer (Last) (First) (Middle) 6506 CONTEMPO LANE 3. Date of Earliest Transaction (Month/Day/Year) 04/07/2011 (Street) BOCA RATON, FL US 33433 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 Common Stock 07/20/2007   J(1)   5,174 A $ 2.51 5,174 I SKS Consulting (1) Common Stock 10/02/2007   J(1)   2,647 A $ 1.9 7,821 I SKS Consulting (1) Common Stock 01/21/2008   J(1)   2,886 A $ 1.1 10,707 I SKS Consulting (1) Common Stock 04/17/2008   J(1)   2,919 A $ 1 13,626 I SKS Consulting (1)

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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

J(2)

18,772

04/07/2011

04/07/2021

Common Stock

18,772

$ 0.017

18,772

D

Option to Buy

$ 0.017

04/07/2011

A

100,000

(3)

04/07/2021

Common Stock

100,000

$ 0.017

118,772

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O LEARY GEORGE G 6506 CONTEMPO LANE BOCA RATON, FL US 33433	X		Chief Operating Officer

Signatures

/s/ George G. O'Leary		07/08/2011
**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)	Shares were issued to SKS Consulting of South Florida Corp., pursuant to the terms of a consulting agreement between the issuer and SKS Consulting of South Florida Corp. Reporting Person is President of SKS Consulting of South Florida Corp.
(2)	The Option to Buy was granted to Mr. O'Leary on 04/07/2011 in replacement of five prior option agreements. The first four prior Option Agreements were granted on 07/20/2007, 10/03/2007, 01/21/2008 and 04/17/2008 and were issued in exchange for his services under a consulting agreement. The fifth was dated 04/29/2009 in exchnage for a temporary reduction in his compensation as a Director of the Company.
(3)	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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