0000899243-16-036296.txt : 20161223 0000899243-16-036296.hdr.sgml : 20161223 20161223170116 ACCESSION NUMBER: 0000899243-16-036296 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161222 FILED AS OF DATE: 20161223 DATE AS OF CHANGE: 20161223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGENOMICS INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 742897368 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 BUSINESS PHONE: 9419231949 MAIL ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC DATE OF NAME CHANGE: 19990120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 162069347 BUSINESS ADDRESS: STREET 1: 41 FARNSWORTH STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-443-3000 MAIL ADDRESS: STREET 1: 41 FARNSWORTH STREET CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GE Medical Systems Information Technologies, Inc. CENTRAL INDEX KEY: 0001662667 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 162069348 BUSINESS ADDRESS: STREET 1: 8200 WEST TOWER AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: (414)721-4265 MAIL ADDRESS: STREET 1: 8200 WEST TOWER AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53223 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-22 0 0001077183 NEOGENOMICS INC NEO 0000040545 GENERAL ELECTRIC CO 41 FARNSWORTH STREET BOSTON MA 02210 0 0 1 0 0001662667 GE Medical Systems Information Technologies, Inc. 8200 WEST TOWER AVENUE MILWAUKEE WI 53223 0 0 1 0 Series A Convertible Preferred Stock 2016-12-22 4 J 0 8066667 6.8182 D Common Stock 6600000 I See Footnote At any time after December 30, 2018, to the extent that the volume weighted average price of the common stock, par value $0.001 per share ("Common Stock") of NeoGenomics, Inc., a Nevada corporation ("NeoGenomics") equals or exceeds $8.00 per share, as adjusted for standard anti-dilution adjustments, for 30 consecutive trading days, GE Medical Systems Information Technologies, Inc., a Wisconsin corporation ("GE InfoTech") will be entitled to convert all or any of the shares of Series A convertible preferred stock, par value $0.001 per share of NeoGenomics ("Preferred Stock") held by GE InfoTech into Common Stock in accordance with the terms of the Preferred Stock. In addition, if any Preferred Stock remains issued and outstanding on December 30, 2025, such Preferred Stock will automatically convert into Common Stock pursuant to the terms of the Preferred Stock. (Continued From Footnote 1) As of the date of this filing, the conversion price of the Preferred Stock is $7.50 per share, which conversion price may be adjusted from time to time for certain anti-dilution adjustments. This Form 4 is being filed in connection with the redemption of shares of Preferred Stock by the issuer. As provided for in the terms of the Preferred Stock, it is expected that paid-in-kind dividends ("PIK Dividends") on each share of Preferred Stock will accrue and will be paid in kind in shares of Preferred Stock at the specified PIK Dividend rate, multiplied by the then-effective liquidation preference (including all accrued and unpaid PIK Dividends), in each case, as adjusted for certain anti-dilution adjustments. As of the date of this filing, the aggregate liquidation preference of the Preferred Stock reported in this Form 4 is $49,500,000 (based on $7.50 per share). Based on the conversion price of $7.50 per share and the liquidation preference of the Preferred Stock in effect on the date of this filing, 6,600,000 shares of Common Stock could have been issued had the Preferred Stock been convertible, and converted in full, on the date of this filing. (Continued From Footnote 4) Based on the conversion price as of the date of this filing and assuming that all PIK Dividends are paid pursuant to the terms of the Preferred Stock, it is expected that a total of 11,448,954 shares of Common Stock would be issued if all of the shares of Preferred Stock remain outstanding through December 30, 2025 and are converted in full on such date. GE InfoTech is a wholly owned subsidiary of General Electric Company, a New York corporation ("General Electric"). General Electric disclaims beneficial ownership of the Common Stock and the Preferred Stock held by GE InfoTech except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of NeoGenomics, Inc. for purposes of Section 16 or any other purpose. /s/ Raul Grable, Attorney-in-Fact 2016-12-23