SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VAN OORT DOUGLAS M

(Last)

(First)

(Middle)

12701 COMMONWEALTH DRIVE SUITE 9

(Street)

FORT MYERS

33913

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [ NEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2018		M		65,680	A	$0	1,898,665	D
Common Stock	05/25/2018		F		21,904⁽¹⁾	D	$11.57	1,876,761	D
Common Stock								187,500	I	Conundrum Capital Partners⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock⁽³⁾	$0.0	05/25/2018		M			65,680	05/25/2018⁽⁴⁾	⁽⁵⁾	Common Stock	65,680	$0	131,362	D
Stock Option (Right to Buy	$7.15							04/20/2017⁽⁶⁾	04/20/2021	Common Stock	472,527		472,527	D
Stock Option (Right to Buy)	$7.52							04/28/2018⁽⁷⁾	04/28/2022	Common Stock	500,000		500,000	D
Stock Option (Right to Buy)	$8.03							02/26/2019⁽⁸⁾	02/26/2023	Common Stock	500,000		500,000	D

Explanation of Responses:

1. Shares withheld by NeoGenomics Inc. to satisfy the tax obligations in connection with the May 25, 2018 vesting of restricted stock.

2. Conundrum Capital Partners, LLC is a limited liability partnership 50% owned by Mr. VanOort. Mr.VanOort is a managing partner of Conundrum Capital Partners, LLC.

3. Each share of restricted stock represents the contingent right to receive one share of common stock upon vesting of the unit.

4. Restricted stock will vest as follows; 65,680 shares vested on May 25, 2018 and 65,681 shares will vest on May 25, 2019 and 2020.

5. The shares of restricted stock will terminate upon the earliest of death, termination of employment or the last vesting date.

6. On April 20, 2016, Mr. VanOort was granted 472,527 stock options. These options vest ratably over the first three anniversary dates of the grant date.

7. On April 28, 2017, Mr. VanOort was granted 500,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

8. On February 26, 2018, Mr. VanOort was granted 500,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Douglas M. VanOort	05/29/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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