Form: 4

Statement of changes in beneficial ownership of securities

June 7, 2012

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 *
JONES STEVEN C
   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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP of Finance
(Last)
(First)
(Middle)
12701 COMMONWEALTH DRIVE, SUITE 9		 3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012
(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 06/06/2012   A   26,251 (1) A $ 1.50 430,055 D  
Common Stock 06/06/2012   A   100,000 (2) A $ 1.50 190,000 I By Self as Trustee for Steven and Carisa Jones Defined Benefit Plan and Trust
Common Stock               8,038,123 I By Aspen Select Healthcare, LP (3)
Common Stock               129,412 I By Aspen Opportunity Fund, LP (4)
Common Stock               50,476 I By Jones Network, LP
Common Stock               34,857 I Shares owned in IRA and custodian accounts for the immediate family of Steven Jones

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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
Warrant (Right to Buy) $ 1.50             05/03/2010(5) 05/03/2017 Common Stock 0   450,000 D  
Warrant (Right to Buy) $ 0.75             02/09/2009 02/09/2014 Common Stock 0   83,333 I By Gulf Pointe Capital, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JONES STEVEN C
12701 COMMONWEALTH DRIVE
SUITE 9
FORT MYERS, FL US 33913		   X   X   Executive VP of Finance  

Signatures

 /s/ Steven C. Jones   06/07/2012
**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) Mr. Jones did a cashless net exercise of 250,000 warrants which resulted in him receiving 26,251 shares of common stock.
(2) Mr. Jones, the trustee of Steven and Carisa Jones Defined Benefit Plan exercised 100,000 warrants for $150,000 in cash which resulted in the Plan receiving 100,000 shares of common stock.
(3) Aspen Select Healthcare, LP is a private investment fund. Medical Venture Partners, LLC is the sole general partner of Aspen Select Healthcare, LP, and Mr. Jones is a Managing Member of Medical Venture Partners, LLC. Mr. Jones disclaims beneficial ownership of such shares except to the extent of his respective pecuniary interests therein.
(4) An investment partnership entity controlled by Steven Jones and Peter Peterson.. Mr. Jones disclaims beneficial ownership of such shares except to the extent of his respective pecuniary interests therein.
(5) Such warrants were issued in connection with a consulting agreement, dated 5/3/2010. As of the date of this Form 4 all of such warrants were vested.

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