Form: 4

Statement of changes in beneficial ownership of securities

March 3, 2022

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 *
Wallar Gina M
  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)
President, Pharma Services
(Last)
(First)
(Middle)
9490 NEOGENOMICS WAY
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022
(Street)

FORT MYERS, FL 33912
4. If Amendment, Date 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
(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
Common Stock 03/01/2022   A   11,677 (1) A $ 0 33,443 (2) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 9.22               (3) 04/19/2023 Common Stock 6,667.00   6,667 D  
Stock Option (Right to Buy) $ 13.87               (4) 12/12/2023 Common Stock 8,334.00   8,334 D  
Stock Option (Right to Buy) $ 20.83               (5) 05/01/2026 Common Stock 7,153.00   7,153 D  
Stock Option (Right to Buy) $ 27.34               (6) 05/01/2027 Common Stock 7,879.00   7,879 D  
Stock Option (Right to Buy) $ 48.99               (7) 05/01/2028 Common Stock 8,595.00   8,595 D  
Stock Option (Right to Buy) $ 43.95               (8) 07/05/2028 Common Stock 10,126.00   10,126 D  
Stock Option (Right to Buy) $ 21.41 03/01/2022   A   28,506     (9) 03/01/2029 Common Stock 28,506.00 $ 0 28,506 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wallar Gina M
9490 NEOGENOMICS WAY
FORT MYERS, FL 33912
      President, Pharma Services  

Signatures

 /s/ Halley E. Gilbert, Attorney-in-Fact   03/03/2022
**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) On March 1, 2022, Ms. Wallar was granted 11,677 restricted stock awards. These awards vest ratably over the first four anniversary dates of the grant date.
(2) This balance includes 104 shares that were acquired at a price of $19.16 per share pursuant to NeoGenomics's Employee Stock Purchase Plan (ESPP) during the month ended January 31, 2022. The shares wereacquired in transactions exempt from Section 16b-3.
(3) On April 19, 2018, Ms. Wallar was granted 20,000 stock options. The options vested ratably over the first three anniversary dates of the grant date.
(4) On December 12, 2018, Ms. Wallar was granted 25,000 stock options. The options vested ratably over the first three anniversary dates of the grant date.
(5) On May 1, 2019, Ms. Wallar was granted 9,537 stock options. The options vest ratably over the first four anniversary dates of the grant date.
(6) On May 1, 2020, Ms. Wallar was granted 7,879 stock options. The options vest ratably over the first four anniversary dates of the grant date.
(7) On May 1, 2021, Ms. Wallar was granted 8,595 stock options. The options vest ratably over the first four anniversary dates of the grant date.
(8) On July 5, 2021, Ms. Wallar was granted 10,126 stock options. The options vest ratably over the first four anniversary dates of the grant date.
(9) On March 1, 2022, Ms. Wallar was granted 28,506 stock options. These options vest ratably over the first four anniversary dates of the grant date.
 
Remarks:
Exhibit List:
Exhibit 24 - Limited Power Of Attorney

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