December 23, 2016 - 4: Statement of changes in beneficial ownership of securities

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GENERAL ELECTRIC CO

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

41 FARNSWORTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2016

(Street)

BOSTON, MA 02210

4. If Amendment, Date 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

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾ ⁽²⁾

12/22/2016

J⁽³⁾

8,066,667 ⁽³⁾

⁽¹⁾⁽²⁾

Common Stock

⁽⁴⁾ ⁽⁵⁾

$ 6.8182 ⁽³⁾

6,600,000

I ⁽⁶⁾

See Footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL ELECTRIC CO 41 FARNSWORTH STREET BOSTON, MA 02210		X
GE Medical Systems Information Technologies, Inc. 8200 WEST TOWER AVENUE MILWAUKEE, WI 53223		X

Signatures

/s/ Raul Grable, Attorney-in-Fact		12/23/2016
^**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)	At any time after December 30, 2018, to the extent that the volume weighted average price of the common stock, par value $0.001 per share ("Common Stock") of NeoGenomics, Inc., a Nevada corporation ("NeoGenomics") equals or exceeds $8.00 per share, as adjusted for standard anti-dilution adjustments, for 30 consecutive trading days, GE Medical Systems Information Technologies, Inc., a Wisconsin corporation ("GE InfoTech") will be entitled to convert all or any of the shares of Series A convertible preferred stock, par value $0.001 per share of NeoGenomics ("Preferred Stock") held by GE InfoTech into Common Stock in accordance with the terms of the Preferred Stock. In addition, if any Preferred Stock remains issued and outstanding on December 30, 2025, such Preferred Stock will automatically convert into Common Stock pursuant to the terms of the Preferred Stock.
(2)	(Continued From Footnote 1) As of the date of this filing, the conversion price of the Preferred Stock is $7.50 per share, which conversion price may be adjusted from time to time for certain anti-dilution adjustments.
(3)	This Form 4 is being filed in connection with the redemption of shares of Preferred Stock by the issuer.
(4)	As provided for in the terms of the Preferred Stock, it is expected that paid-in-kind dividends ("PIK Dividends") on each share of Preferred Stock will accrue and will be paid in kind in shares of Preferred Stock at the specified PIK Dividend rate, multiplied by the then-effective liquidation preference (including all accrued and unpaid PIK Dividends), in each case, as adjusted for certain anti-dilution adjustments. As of the date of this filing, the aggregate liquidation preference of the Preferred Stock reported in this Form 4 is $49,500,000 (based on $7.50 per share). Based on the conversion price of $7.50 per share and the liquidation preference of the Preferred Stock in effect on the date of this filing, 6,600,000 shares of Common Stock could have been issued had the Preferred Stock been convertible, and converted in full, on the date of this filing.
(5)	(Continued From Footnote 4) Based on the conversion price as of the date of this filing and assuming that all PIK Dividends are paid pursuant to the terms of the Preferred Stock, it is expected that a total of 11,448,954 shares of Common Stock would be issued if all of the shares of Preferred Stock remain outstanding through December 30, 2025 and are converted in full on such date.
(6)	GE InfoTech is a wholly owned subsidiary of General Electric Company, a New York corporation ("General Electric"). General Electric disclaims beneficial ownership of the Common Stock and the Preferred Stock held by GE InfoTech except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of NeoGenomics, Inc. for purposes of Section 16 or any other purpose.

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