NeoGenomics Form 4 / Alicia C Olivo ownership change

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^*

Olivo Alicia C

(Last)

(First)

(Middle)

9490 NEOGENOMICS WAY

(Street)

FORT MYERS

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)
EVP, GC & Business Development

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2025

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	02/23/2025		M		8,443	A	$0⁽¹⁾	47,857	D
Common Stock	02/23/2025		F		2,504⁽²⁾	D	$0	45,353	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)	$13.05⁽³⁾	02/21/2025		A		107,450		⁽⁴⁾	02/21/2035	Common Stock	107,450	$0	107,450	D
Restricted Stock Unit	$0	02/21/2025		A		63,238		⁽⁵⁾	⁽⁶⁾	Common Stock	63,238	$0	63,238	D
Restricted Stock Unit	$0	02/23/2025		M			8,443	⁽⁷⁾	⁽⁶⁾	Common Stock	8,443	$0	16,886	D
Stock Option (Right to Buy)	$19.12							⁽⁸⁾	09/30/2026	Common Stock	1,046		1,046	D
Stock Option (Right to Buy)	$27.34							⁽⁹⁾	05/01/2027	Common Stock	1,024		1,024	D
Stock Option (Right to Buy)	$48.99							⁽¹⁰⁾	05/01/2028	Common Stock	516		516	D
Stock Option (Right to Buy)	$46.1							⁽¹¹⁾	08/01/2028	Common Stock	1,117		1,117	D
Stock Option (Right to Buy)	$9.45							⁽¹²⁾	05/01/2029	Common Stock	22,222		22,222	D
Stock Option (Right to Buy)	$10.05							⁽¹³⁾	09/01/2029	Common Stock	55,332		55,332	D
Stock Option (Right to Buy)	$19.65							⁽¹⁴⁾	05/11/2030	Common Stock	36,508		36,508	D
Performance Stock Unit	$0							05/11/2026⁽¹⁵⁾	⁽⁶⁾	Common Stock	19,508		19,508	D
Restricted Stock Unit	$0							⁽¹⁶⁾	⁽⁶⁾	Common Stock	13,006		13,006	D
Stock Option (Right to Buy)	$16.45							⁽¹⁷⁾	02/23/2034	Common Stock	42,344		42,344	D
Performance Stock Unit	$0							02/23/2027⁽¹⁸⁾	⁽⁶⁾	Common Stock	25,330		25,330	D
Restricted Stock Unit	$0							01/13/2026	⁽⁶⁾	Common Stock	59,382		59,382	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting.

2. Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.

3. This stock option was granted as a premium-price stock option. To calculate the premium exercise price we used the closing price on February 20, 2025 and multiplied by 110%.

4. On February 21, 2025, Ms. Olivo was granted 107,450 stock options. These options vest ratably over the first three anniversary dates of the grant date.

5. On February 21, 2025, Ms. Olivo was granted 63,238 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 February 23, 2024, Ms. Olivo was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

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

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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 theperformance criteria is29,262. 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 stockover the 20-day trailing trading period at theapplicable measurement dates, subject to continued service with the Company.

16. 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.

17. On February 23, 2024, Ms. Olivo was granted 42,344 stock options. The options vest ratably over the first three anniversary dates of the grant date.

18. On February 23, 2024, Ms. Olivo 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 tothe performance criteria is37,996. 50% of 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'scommon 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 onthe 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/ Alicia C. Olivo	02/25/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

NeoGenomics (NEO) Form 4NEOGENOMICS / Alicia C Olivo ownership change