NEOGENOMICS INC — Director's Dealing 2011

Oct 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NGNM.OB)
CIK: 0001077183
Period of Report: 2011-10-26

Reporting Person: CARDOZA GEORGE (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common Stock	P	3000	$1.21	Acquired	41676	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock options (Right to Buy)	$1.55	2014-11-30	Common Stock (150000)	0	Direct
Stock options (Right to Buy)	$1.46	2016-04-14	Common Stock (100000)	0	Direct

Footnotes

F1: The amount includes exempt purchases made under the Company's stock purchase plan.

F2: On November 30, 2009 Mr. Cardoza was granted an option to purchase 150,000 shares. The options were all time based and vest ratable over each of Mr. Cardoza's first four anniversaries with the Company.

F3: On April 14, 2011 Mr. Cardoza was granted an option to purchase 100,000 shares. 75% of these options vest ratably at the first three anniversary dates of the grant and 25% of the options are performance based.