SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KINDERHOOK PARTNERS, LP (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2012	3. Issuer Name and Ticker or Trading Symbol NEOGENOMICS INC [ NGNM ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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 $0.001	4,489,297	D(1)(2)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KINDERHOOK PARTNERS, LP (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KINDERHOOK GP LLC (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KINDERHOOK CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shah Tushar (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLEARMAN STEPHEN J (Last) (First) (Middle) 2 EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Mr. Tushar Shah and Mr. Stephen J. Clearman are the co-managing members of Kinderhook GP, LLC (the "General Partner"), which is responsible for making investment decisions with respect to Kinderhook Partners, LP (the "Partnership") as its general partner. In addition, Mr. Shah and Mr. Clearman are the co-managing members of Kinderhook Capital Management, LLC (the "Investment Adviser"), which serves as the Partnership's investment adviser, and they are responsible for making investment recommendations on behalf of the Investment Adviser. As a result, Mr. Shah and Mr. Clearman may be deemed to control the Partnership, the General Partner, and the Investment Adviser, and may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership's, the General Partner's, and the Investment Adviser's power to vote and/or dispose of the shares of Common Stock.

2. Mr. Shah and Mr. Clearman disclaim beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein. Kinderhook Capital Management, LLC and Kinderhook GP, LLC specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

	By: /s/ Tushar Shah, Managing Member of Kinderhook GP, LLC, the General Partner of Kinderhook Partners, LP	05/21/2012
	By: /s/ Tushar Shah, Managing Member of Kinderhook GP, LLC	05/21/2012
	By: /s/ Tushar Shah, Managing Member of Kinderhook Capital Management, LLC	05/21/2012
	By: /s/ Tushar Shah	05/21/2012
	By: /s/ Stephen J. Clearman	05/21/2012
	** 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 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).
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