Melody Harris Form 4 NEOGENOMICS / Melody Harris 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^*

Harris Melody

(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)
Chf Ops Off, Pres, Informatics

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2024

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	05/11/2024		M		7,068	A	$0(1)	110,023	D
Common Stock	05/11/2024		F		1,722(2)	D	$14.86	108,301	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
Restricted Stock Unit	$0	05/11/2024		M			7,068	(3)	(4)	Common Stock	7,068	$0	14,136	D
Stock Option (Right to Buy)	$9.24							(5)	01/01/2030	Common Stock	201,613		201,613	D
Stock Option (Right to Buy)	$19.65							(6)	05/11/2030	Common Stock	39,683		39,683	D
Performance Stock Unit	$0							05/11/2026(7)	(4)	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)	(4)	Common Stock	25,329		25,329	D
Performance Stock Unit	$0							02/23/2027(10)	(4)	Common Stock	25,330		25,330	D
Stock Option (Right to Buy)	$13.96							(11)	05/02/2034	Common Stock	19,984		19,984	D
Performance Stock Unit	$0							05/02/2027(12)	(4)	Common Stock	11,939		11,939	D
Restricted Stock Unit	$0							(13)	(4)	Common Stock	11,939		11,939	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. On May 11, 2023, Ms. Harris was granted 21,204 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

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

5. On January 1, 2023, Ms. Harris was granted 201,613 stock options. These options vest ratably over the first four anniversary dates of the grant date.

6. On May 11, 2023, Ms. Harris was granted 39,683 stock options. These options vest ratably over the first three anniversary dates of the grant date.

7. On May 11, 2023, Ms. Harris 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 is 31,806. 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.

8. On February 23, 2024, Ms. Harris 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, Ms. Harris 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, Ms. Harris 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 is 37,996. 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 at the 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 the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

11. On May 2, 2024, Ms. Harris was granted 19,984 stock options. These options vest ratably over the first three anniversary dates of the grant date.

12. On May 2, 2024, Ms. Harris was granted 11,939 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 17,909. 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 at the 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 the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

13. On May 2, 2024, Ms. Harris was granted 11,939 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	05/14/2024
	** Signature of Reporting Person	Date
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