Form: 4

Statement of changes in beneficial ownership of securities

November 19, 2024

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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Olivo Alicia C
(Last) (First) (Middle)
9490 NEOGENOMICS WAY
(Street)
FORT MYERS FL 33912
(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)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2024 S(1) 5,175 D $15.3575 37,129(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $19.12 (3) 09/30/2026 Common Stock 1,046 1,046 D
Stock Option (Right to Buy) $27.34 (4) 05/01/2027 Common Stock 1,024 1,024 D
Stock Option (Right to Buy) $48.99 (5) 05/01/2028 Common Stock 516 516 D
Stock Option (Right to Buy) $46.1 (6) 08/01/2028 Common Stock 1,117 1,117 D
Stock Option (Right to Buy) $9.45 (7) 05/01/2029 Common Stock 22,222 22,222 D
Stock Option (Right to Buy) $10.05 (8) 09/01/2029 Common Stock 55,332 55,332 D
Stock Option (Right to Buy) $19.65 (9) 05/11/2030 Common Stock 36,508 36,508 D
Performance Stock Unit $0 05/11/2026(10) (11) Common Stock 19,508 19,508 D
Restricted Stock Unit $0 (12) (11) Common Stock 13,006 13,006 D
Stock Option (Right to Buy) $16.45 (13) 02/23/2034 Common Stock 42,344 42,344 D
Performance Stock Unit $0 02/23/2027(14) (11) Common Stock 25,330 25,330 D
Restricted Stock Unit $0 (15) (11) Common Stock 25,329 25,329 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. This balance includes 157 shares that were acquired pursuant to NeoGenomics' Employee Stock Purchase Plan (ESPP) since the date of the reporting person's last filing. The shares were acquired in transactions exempt from Section 16b-3.
3. On September 30, 2019, Ms. Olivo was granted 1,394 stock options. The options vested ratably over the first four anniversary dates of the grant date.
4. On May 1, 2020, Ms. Olivo was granted 1,024 stock options. The options vest ratably over the first four anniversary dates of the grant date.
5. On May 1, 2021, Ms. Olivo was granted 516 stock options. The options vest ratably over the first four anniversary dates of the grant date.
6. On August 1, 2021, Ms. Olivo was granted 1,117 stock options. The options vest ratably over the first four anniversary dates of the grant date.
7. On May 1, 2022, Ms. Olivo was granted 22,222 stock options. The options vest ratably over the first four anniversary dates of the grant date.
8. On September 1, 2022, Ms. Olivo was granted 55,332 stock options. The options vest ratably over the first four anniversary dates of the grant date.
9. On May 11, 2023, Ms. Olivo was granted 36,508 stock options. These options vest ratably over the first three anniversary dates of the grant date.
10. On May 11, 2023, Ms. Olivo was granted 19,508 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 29,262. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.
11. Once vested, the shares of common stock are not subject to expiration.
12. On May 11, 2023, Ms. Olivo was granted 19,508 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.
13. On February 23, 2024, Ms. Olivo was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date.
14. On February 23, 2024, Ms. Olivo was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 37,996. 50% of the number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
15. On February 23, 2024, Ms. Olivo was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.
Remarks:
/s/ Alicia C. Olivo 11/20/2024
** 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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