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^*

ROSS STEVEN A

(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)
	CIO

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2017

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								4,500	D
Common Stock	06/02/2017		M		37,500	A	$3.93	42,000	D
Common Stock	06/02/2017		M		33,333	A	$4.78	75,333	D
Common Stock	06/02/2017		S		15,000	D	$7.63	60,333	D
Common Stock	06/02/2017		S		10,000	D	$7.79	50,333	D
Common stock	06/05/2017		S		45,833	D	$7.79	4,500	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)	$7.15							04/20/2017⁽¹⁾	04/20/2021	Common Stock	40,000		40,000	D
Stock Option (Right to buy)	$3.93	06/02/2017		X			37,500	04/22/2014⁽²⁾	04/22/2018	Common Stock	37,500	$3.93	0	D
Stock Option (Right to Buy)	$4.78	06/02/2017		X			33,333	05/06/2016⁽³⁾	05/06/2020	Common Stock	67,000	$4.78	33,667	D
Stock Option (Right to Buy)	$7.52							04/28/2018⁽⁴⁾	04/28/2022	Common Stock	65,000		65,000	D

Explanation of Responses:

1. On April 20, 2016, Mr. Ross was granted 40,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

2. On April 22, 2013, Mr. Ross was granted 150,000 stock options to purchase common stock of the Company. These options vest ratably on each of the next 4 anniversary dates of the grant date.

3. On May 6, 2015, Mr. Ross was granted 100,000 stock options to purchase common stock of the Company. These options vest ratably on each of the first three anniversary dates of the grant date. On May 9, 2016, Mr. Ross exercised 15,000 of these options leaving a balance of 85,000 options and on May 18, 2016, Mr. Ross exercised 18,000 of these options leaving a balance of 67,000 options. On June 2, 2017, Mr. Ross exercised 33,333 of these options leaving a balance of 33,667 options.

4. On April 28, 2017, Mr. Ross was granted 65,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Steven Ross	06/06/2017
	** 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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