Form: 4

Statement of changes in beneficial ownership of securities

May 9, 2011

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 *
VAN OORT DOUGLAS M
   2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [NGNM.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O NEOGENOMICS, INC., 12701 COMMONWEALTH DRIVE SUITE 9		 3. Date of Earliest Transaction (Month/Day/Year)
05/09/2011
(Street)

FORT MYERS, FL US 33913		 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 05/06/2011   P   5,000 A $ 1.45 787,290 I Trust by Self
Common Stock               8,600 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) $ 0.80             12/31/2009(1) 03/15/2016 Common Stock 0   1,000,000 D  
Warrant (Right to Buy) $ 1.05             03/16/2009(2) 03/15/2014 Common Stock 0   625,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
VAN OORT DOUGLAS M
C/O NEOGENOMICS, INC.
12701 COMMONWEALTH DRIVE SUITE 9
FORT MYERS, FL US 33913		   X     Chairman and CEO  

Signatures

 /s/ Douglas VanOort   05/09/2011
**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 15, 2009 Mr. VanOort was granted options to purchase 1,000,000 shares. The grant was comprised of 500,000 time based options and 500,000 performance based options. The first date of vesting when an option became exercisable was December 31, 2009 when 200,000 performance based options vested. Mr. VanOort will have 374,000 time based options vested and exercisable within 60 days of this filing. There are 300,000 performance based options which are not vested or exercisable.
(2) On March 16, 2009 Mr. VanOort was granted a warrant to purchase 625,000 shares. Of this total 125,000 warrants were immediately exercisable and vested. The remaining 500,000 warrants vest based on performance of the Company stock price and are not exercisable or vested at the present time.

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