Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Stone Warren (Last) (First) (Middle) 9490 NEOGENOMICS WAY (Street) FORT MYERS FL 33912 (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) Chief Commerical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/01/2024		F		6,224(1)	D	$0	84,822(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$11.21							(3)	12/01/2029	Common Stock	166,113		166,113	D
Stock Option (Right to Buy)	$19.65							(4)	05/11/2030	Common Stock	53,969		53,969	D
Restricted Stock Unit	$0							(5)	(6)	Common Stock	19,226		19,226	D
Performance Stock Unit	$0							05/11/2026(7)	(6)	Common Stock	21,204		21,204	D
Stock Option (Right to Buy)	$16.45							(8)	02/23/2034	Common Stock	42,344		42,344	D
Restricted Stock Unit	$0							(9)	(6)	Common Stock	25,329		25,329	D
Performance Stock Unit	$0							02/23/2027(10)	(6)	Common Stock	25,330		25,330	D
Stock Option (Right to Buy)	$13.96							(11)	05/02/2034	Common Stock	29,976		29,976	D
Restricted Stock Unit	$0							(12)	(6)	Common Stock	17,908		17,908	D
Performance Stock Unit	$0							05/02/2027(13)	(6)	Common Stock	17,908		17,908	D

Explanation of Responses:

1. Shares surrendered to NeoGenomics, Inc. for retirement to satisfy the tax obligations in connection with the December 1, 2024 vesting of restricted stock.

2. On May 14, 2024, the reporting person filed a Form 4 which inadvertently reported the number of shares of common stock received upon the vesting of certain of his RSUs twice. In fact, as reported on this Form 4, the reporting person directly owned 91,046 shares of common stock after the vesting of 9,612 RSUs and reported withholding. Column 5 of Table I on this Form 4 now includes the correct number of shares received upon such May 14, 2024 vesting.

3. On December 1, 2022, Mr. Stone was granted 166,113 stock options. These options vest ratably over the first four anniversary dates of the grant date.

4. On May 11, 2023, Mr. Stone was granted 53,969 stock options. These options vest ratably over the first three anniversary dates of the grant date.

5. On May 11, 2023, Mr. Stone was granted 28,838 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

6. Once vested, the shares of common stock are not subject to expiration.

7. On May 11, 2023, Mr. Stone was granted 21,204 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is31,806. The number of performance stock units that may vest is based on the achievement of certain growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.

8. On February 23, 2024, Mr. Stone was granted 42,344 stock options. These options vest ratably over the first three anniversary dates of the grant date.

9. On February 23, 2024, Mr. Stone was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

10. On February 23, 2024, Mr. Stone was granted 25,330 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is37,996. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

11. On May 2, 2024, Mr. Stone was granted 29,976 stock options. These options vest ratably over the first three anniversary dates of the grant date.

12. On May 2, 2024, Mr. Stone was granted 17,905 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

13. On May 2, 2024, Mr. Stone was granted 17,908 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is26,862. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period atthe applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of thecumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	12/03/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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