Form: 4

Statement of changes in beneficial ownership of securities

December 3, 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).
  
 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*
Stone Warren
(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)
Chief Commerical Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2024
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 12/01/2024 F 6,224(1) D $0 84,822(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) $11.21 (3) 12/01/2029 Common Stock 166,113 166,113 D
Stock Option (Right to Buy) $19.65 (4) 05/11/2030 Common Stock 53,969 53,969 D
Restricted Stock Unit $0 (5) (6) Common Stock 19,226 19,226 D
Performance Stock Unit $0 05/11/2026(7) (6) Common Stock 21,204 21,204 D
Stock Option (Right to Buy) $16.45 (8) 02/23/2034 Common Stock 42,344 42,344 D
Restricted Stock Unit $0 (9) (6) Common Stock 25,329 25,329 D
Performance Stock Unit $0 02/23/2027(10) (6) Common Stock 25,330 25,330 D
Stock Option (Right to Buy) $13.96 (11) 05/02/2034 Common Stock 29,976 29,976 D
Restricted Stock Unit $0 (12) (6) Common Stock 17,908 17,908 D
Performance Stock Unit $0 05/02/2027(13) (6) Common Stock 17,908 17,908 D
Explanation of Responses:
1. Shares surrendered to NeoGenomics, Inc. for retirement to satisfy the tax obligations in connection with the December 1, 2024 vesting of restricted stock.
2. On May 14, 2024, the reporting person filed a Form 4 which inadvertently reported the number of shares of common stock received upon the vesting of certain of his RSUs twice. In fact, as reported on this Form 4, the reporting person directly owned 91,046 shares of common stock after the vesting of 9,612 RSUs and reported withholding. Column 5 of Table I on this Form 4 now includes the correct number of shares received upon such May 14, 2024 vesting.
3. On December 1, 2022, Mr. Stone was granted 166,113 stock options. These options vest ratably over the first four anniversary dates of the grant date.
4. On May 11, 2023, Mr. Stone was granted 53,969 stock options. These options vest ratably over the first three anniversary dates of the grant date.
5. On May 11, 2023, Mr. Stone was granted 28,838 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.
6. Once vested, the shares of common stock are not subject to expiration.
7. On May 11, 2023, Mr. Stone was granted 21,204 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 is31,806. The number of performance stock units that may vest is based on the achievement of certain growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.
8. On February 23, 2024, Mr. Stone was granted 42,344 stock options. These options vest ratably over the first three anniversary dates of the grant date.
9. On February 23, 2024, Mr. Stone was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.
10. On February 23, 2024, Mr. Stone 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 is37,996. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe 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 thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
11. On May 2, 2024, Mr. Stone was granted 29,976 stock options. These options vest ratably over the first three anniversary dates of the grant date.
12. On May 2, 2024, Mr. Stone was granted 17,905 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.
13. On May 2, 2024, Mr. Stone was granted 17,908 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 is26,862. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe 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 thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.
Remarks:
/s/ Ali Olivo, Attorney-in-Fact 12/03/2024
** Signature of Reporting Person Date

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* 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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