SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on January 20, 2011
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
NEOGENOMICS,
INC.
(Name of
Issuer)
Common Stock, par value
$0.001
(Title of
Class of Securities)
64049M209
(CUSIP
Number)
January 12,
2011
(Date of
Event which Requires Filing
of this
Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
(1)
|
Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
|
||
|
|
|||
|
Stephen
J. Clearman
|
|||
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(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
o
|
|||
|
(b)
x
|
|||
|
(3)
|
SEC
Use Only
|
||
|
|
|||
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(4)
|
Citizenship
or Place of Organization
|
||
|
United
States of America
|
|||
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(5)
|
Sole
Voting Power
|
||
|
|
0
|
||
|
Number
of
|
(6)
|
Shared
Voting Power
|
|
|
Shares
|
|||
|
Beneficially
|
|
3,118,746
|
|
|
Owned
by
|
(7)
|
Sole
Dispositive Power
|
|
|
Each
Reporting
|
|||
|
Person
With
|
|
0
|
|
|
(8)
|
Shared
Dispositive Power
|
||
|
|
3,118,746
|
||
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
||
|
|
|||
|
3,118,746
|
|||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
||
|
|
|||
|
o
|
|||
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
||
|
|
|||
|
7.9%
|
|||
|
(12)
|
Type
of Reporting Person (See Instructions)
|
||
|
IN
|
|||
|
(1)
|
Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
|
||
|
|
|||
|
Tushar
Shah
|
|||
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
o
|
|||
|
(b)
x
|
|||
|
(3)
|
SEC
Use Only
|
||
|
|
|||
|
(4)
|
Citizenship
or Place of Organization
|
||
|
United
States of America
|
|||
|
(5)
|
Sole
Voting Power
|
||
|
|
0
|
||
|
Number
of
|
(6)
|
Shared
Voting Power
|
|
|
Shares
|
|||
|
Beneficially
|
|
3,118,746
|
|
|
Owned
by
|
(7)
|
Sole
Dispositive Power
|
|
|
Each
Reporting
|
|||
|
Person
With
|
|
0
|
|
|
(8)
|
Shared
Dispositive Power
|
||
|
|
3,118,746
|
||
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
||
|
|
|||
|
3,118,746
|
|||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
||
|
|
|||
|
o
|
|||
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
||
|
|
|||
|
7.9%
|
|||
|
(12)
|
Type
of Reporting Person (See Instructions)
|
||
|
IN
|
|||
|
(1)
|
Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
|
||
|
|
|||
|
Kinderhook
GP, LLC
|
|||
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
o
|
|||
|
(b)
x
|
|||
|
(3)
|
SEC
Use Only
|
||
|
|
|||
|
(4)
|
Citizenship
or Place of Organization
|
||
|
Delaware
|
|||
|
(5)
|
Sole
Voting Power
|
||
|
|
0
|
||
|
Number
of
|
(6)
|
Shared
Voting Power
|
|
|
Shares
|
|||
|
Beneficially
|
|
3,118,746
|
|
|
Owned
by
|
(7)
|
Sole
Dispositive Power
|
|
|
Each
Reporting
|
|||
|
Person
With
|
|
0
|
|
|
(8)
|
Shared
Dispositive Power
|
||
|
|
3,118,746
|
||
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
||
|
|
|||
|
3,118,746
|
|||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
||
|
|
|||
|
o
|
|||
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
||
|
|
|||
|
7.9%
|
|||
|
(12)
|
Type
of Reporting Person (See Instructions)
|
||
|
OO
|
|||
|
(1)
|
Names of
Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
|
||
|
|
|||
|
Kinderhook
Partners, LP
|
|||
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
o
|
|||
|
(b)
x
|
|||
|
(3)
|
SEC
Use Only
|
||
|
|
|||
|
(4)
|
Citizenship
or Place of Organization
|
||
|
Delaware
|
|||
|
(5)
|
Sole
Voting Power
|
||
|
|
0
|
||
|
Number
of
|
(6)
|
Shared
Voting Power
|
|
|
Shares
|
|||
|
Beneficially
|
|
3,118,746
|
|
|
Owned
by
|
(7)
|
Sole
Dispositive Power
|
|
|
Each
Reporting
|
|||
|
Person
With
|
|
0
|
|
|
(8)
|
Shared
Dispositive Power
|
||
|
|
3,118,746
|
||
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
||
|
|
|||
|
3,118,746
|
|||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
||
|
|
|||
|
o
|
|||
|
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
||
|
|
|||
|
7.9%
|
|||
|
(12)
|
Type
of Reporting Person (See Instructions)
|
||
|
PN
|
|||
| Item |
1(a)
|
Name
of Issuer:
|
Neogenomics,
Inc. (the "Issuer").
|
1(b)
|
Address
of the Issuer's Principal Executive
Offices:
|
12701 Commonwealth Drive, Suite
9
Fort
Myers, Florida 33913
| Item |
2(a)
|
Name
of Person Filing:
|
Stephen
J. Clearman
Tushar
Shah
Kinderhook
GP, LLC
Kinderhook
Partners, LP
|
2(b)
|
Address
of Principal Business Office, or, if None,
Residence:
|
1 Executive Drive
Suite 160
Fort Lee,
NJ 07024
|
2(c)
|
Citizenship:
|
Stephen
J. Clearman - United States of America
Tushar
Shah - United States of America
Kinderhook
GP, LLC - Delaware
Kinderhook
Partners, LP - Delaware
|
2(d)
|
Title
of Class of Securities:
|
Common
Stock, par value $0.001
|
2(e)
|
CUSIP
Number:
|
64049M209
| Item |
3.
|
This
statement is filed pursuant to Rule
13d-1(c).
|
| Item |
4.
|
Ownership:
|
Ownership
as of January 20, 2011 is incorporated herein by reference from items (5) – (9)
and (11) of the cover page of this Schedule 13G.
| Item |
5.
|
Ownership
of Five Percent or Less of a Class:
|
Not
applicable.
| Item |
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
applicable.
| Item |
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
|
Not
applicable.
| Item |
8.
|
Identification
and Classification of Members of the
Group:
|
Not
applicable.
| Item |
9.
|
Notice
of Dissolution of Group:
|
Not
applicable.
| Item |
10.
|
Certification:
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the Issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
|
Date:
January 20, 2011
|
KINDERHOOK
PARTNERS, L.P.
|
||
|
By:
|
/s/
Stephen J. Clearman
|
||
|
|
Name:
Stephen J. Clearman
|
||
|
|
Title:
Managing Member
|
||
|
KINDERHOOK
GP, LLC
|
|||
|
By:
|
/s/
Stephen J. Clearman
|
||
|
|
Name:
Stephen J. Clearman
|
||
|
|
Title:
Managing Member
|
||
|
/s/
Tushar Shah
|
|||
|
Name:
Tushar Shah
|
|||
|
/s/
Stephen J. Clearman
|
|||
|
Name:
Stephen J. Clearman
|
|||