NEOGENOMICS INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NGNM.OB)
CIK: 0001077183
Period of Report: 2011-05-12

Reporting Person: VAN OORT DOUGLAS M (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common Stock	P	1000	$1.4	Acquired	788890	Indirect
2011-05-17	Common Stock	P	1110	$1.4	Acquired	790000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy)	$0.8	2016-03-15	Common Stock (0)	1000000	Direct
Warrant (right to buy)	$1.05	2014-03-15	Common Stock (0)	625000	Direct

Footnotes

F1: On March 15, 2009 Mr. VanOort was granted options to purchase 1,000,000 shares. The grant was comprised of 500,000 time based options and 500,000 performance based options. The first date of vesting when an option became exercisable was December 31, 2009 when 200,000 performance based options vested. Mr. VanOort will have 374,000 time based options vested and exercisable within 60 days of this filing. There are 300,000 performance based options which are not vested or exercisable.

F2: On March 16, 2009 Mr. VanOort was granted a warrant to purchase 625,000 shares. Of this total 125,000 warrants were immediately exercisable and vested. The remaining 500,000 warrants vest based on performance of the Company stock price and are not exercisable or vested at the present time.