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^*

HOREL ROBERT H.

(Last)

(First)

(Middle)

12701 COMMONWEALTH DRIVE SUITE 9

(Street)

FORT MYERS

US 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)
	Vice President andGM PathLogic

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2014

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	12/19/2014		M		4,107	A	$1.47	4,107	D
Common Stock	12/19/2014		M		4,000	A	$0.62	8,107	D
Common Stock	12/19/2014		M		500	A	$1.47	8,607	D
Common Stock	12/19/2014		M		23,782	A	$1.45	32,389	D
Common Stock	12/19/2014		S		32,389	D	$4.2083	0	D

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)
Stock Option (Right to Buy)	$1.47	12/19/2014		X		4,107		12/26/2006⁽¹⁾	12/25/2016	Common Stock	0	$1.47	0	D
Stock Option (Right to Buy)	$0.62	12/19/2014		X		4,000		12/31/2009⁽²⁾	02/02/2019	Common Stock	0	$0.62	0	D
Stock Option (Right to Buy)	$1.47	12/19/2014		X		500		02/13/2007⁽³⁾	02/12/2017	Common Stock	0	$1.47	0	D
Stock Option (Right to Buy)	$1.45	02/19/2014		X		23,782		05/20/2012⁽⁴⁾	05/19/2016	Common Stock	0	$1.45	26,218	D
Stock Option (Right to Buy)	$1.69							04/12/2012⁽⁵⁾	04/12/2017	Common Stock	0		25,000	D

Explanation of Responses:

1. On December 26, 2006 Mr. Horel was granted 30,000 stock options. There was immediate vesting of 4,000 shares and the remaining shares had a combination of time based and performance based vesting. There were 8,000 shares cancelled from this grant.

2. On February 2, 2009 Mr. Horel was granted 6,000 stock options. These shares had performance based vesting and the first performance milestone was on December 31, 2009. There were 2,000 shares cancelled from this grant because of a missed performance milestone.

3. On February 13, 2007 Mr. Horel was granted 500 stock options which had immediate vesting.

4. On May 20, 2011 Mr. Horel was granted 50,000 stock options. These shares vest ratably over the first four anniversaries of the grant date.

5. On April 12, 2012 Mr. Horel was granted 25,000 stock options. There was immediate vesting of 6,250 shares and then 6,250 shares will vest on each of the first three anniversaries of the grant date.

	/s/ Robert H. Horel	12/22/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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