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

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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).

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^*

Olivo Alicia C

(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)
General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2023

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	09/01/2023		F		1,666⁽¹⁾	D	$0	39,411⁽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)
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)
Stock Option (Right to Buy)	$19.12							⁽³⁾	09/30/2026	Common Stock	1,046		1,046	D
Stock Option (Right to Buy)	$27.34							⁽⁴⁾	05/01/2027	Common Stock	1,024		1,024	D
Stock Option (Right to Buy)	$48.99							⁽⁵⁾	05/01/2028	Common Stock	516		516	D
Stock Option (Right to Buy)	$46.1							⁽⁶⁾	08/01/2028	Common Stock	1,117		1,117	D
Stock Option (Right to Buy)	$9.45							⁽⁷⁾	05/01/2029	Common Stock	22,222		22,222	D
Stock Option (Right to Buy)	$10.05							⁽⁸⁾	09/01/2029	Common Stock	55,332		55,332	D
Stock Option (Right to Buy)	$19.65							⁽⁹⁾	05/11/2030	Common Stock	36,508		36,508	D
Restricted Stock Unit	$0							⁽¹⁰⁾	⁽¹¹⁾	Common Stock	19,508		19,508	D
Performance Stock Unit	$0							05/11/2026⁽¹²⁾	⁽¹¹⁾	Common Stock	19,508		19,508	D

Explanation of Responses:

1. Shares surrendered to NeoGenomics Inc. for retirement to satisfy the tax obligations in connection with the September 1, 2023 vesting of restricted stock.

2. This balance includes 96 shares that were acquired pursuant to NeoGenomics's Employee Stock Purchase Plan (ESPP) since the date of the reporting person's last filing. The shares were acquired in transactions exempt from Section 16b-3.

3. On September 30, 2019, Ms. Olivo was granted 1,394 stock options. The options vest ratably over the first four anniversary dates of the grant date.

4. On May 1, 2020, Ms. Olivo was granted 1,024 stock options. The options vest ratably over the first four anniversary dates of the grant date.

5. On May 1, 2021, Ms. Olivo was granted 516 stock options. The options vest ratably over the first four anniversary dates of the grant date.

6. On August 1, 2021, Ms. Olivo was granted 1,117 stock options. The options vest ratably over the first four anniversary dates of the grant date.

7. On May 1, 2022, Ms. Olivo was granted 22,222 stock options. The options vest ratably over the first four anniversary dates of the grant date.

8. On September 1, 2022, Ms. Olivo was granted 55,332 stock options. The options vest ratably over the first four anniversary dates of the grant date.

9. On May 11, 2023, Ms. Olivo was granted 36,508 stock options. These options vest ratably over the first three anniversary dates of the grant date.

10. On May 11, 2023, Ms. Olivo was granted 19,508 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

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

12. On May 11, 2023, Ms. Olivo was granted 19,508 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 is 29,262. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.

Remarks:

	/s/ Alicia C. Olivo	09/05/2023
	** 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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