SEC FORM 4

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).

1. Name and Address of Reporting Person^*

SHOVLIN ROBERT J.

(Last)

(First)

(Middle)

12701 COMMONWEALTH DRIVE SUITE 9

(Street)

FORT MYERS

33913

(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)
	President, Clinical Services

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2018		M		16,666	A	$0	23,216	D
Common Stock	05/25/2018		F		3,725⁽¹⁾	D	$11.57	19,491	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock⁽²⁾	$0.0	05/25/2018		M			16,666	05/25/2018⁽³⁾	⁽⁴⁾	Common Stock	16,666	$0	33,334	D
Stock Option (Right to Buy)	$7.52							04/28/2018⁽⁵⁾	04/28/2022	Common Stock	200,000		200,000	D
Stock Option (Right to Buy)	$8.03							02/26/2019⁽⁶⁾	02/26/2023	Common Stock	288,500		288,500	D
Stock Option (Right to Buy)	$4.79							10/13/2015⁽⁷⁾	10/13/2019	Common Stock	300,000		300,000	D
Stock Option (Right to Buy)	$7.15							04/20/2017⁽⁸⁾	04/20/2021	Common Stock	200,000		200,000	D

Explanation of Responses:

1. Shares withheld by NeoGenomics Laboratories, Inc. to satisfy the tax obligations in connection with the May 25, 2018 vesting of restricted stock.

2. Each share of restricted stock represents the contingent right to receive one share of common stock upon vesting of the unit.

3. Restricted stock will vest as follows; 16,666 vested on May 25, 2018 and 16,667 will vest on May 25, 2019 and 2020.

4. These restricted stock will terminate upon the earliest of death, termination of employment or the last vesting date.

5. On April 28, 2017, Mr. Shovlin was granted 200,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

6. On February 26, 2018, Mr. Shovlin was granted 288,500 stock options. These options vest ratably over the first three anniversary dates of the grant date.

7. On October 13, 2014, Mr. Shovlin was granted an option to purchase 300,000 shares. The options have time based vesting. On the first anniversary of the option grant date 75,000 shares vest. Then beginning on the thirteenth (13th) month through the fourth anniversary of the option grant date 6,250 shares will vest on a monthly basis.

8. On April 20, 2016, Mr. Shovlin was granted 200,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Robert J. Shovlin	05/29/2018
	** 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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