NEOGENOMICS INC — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NGNM)
CIK: 0001077183
Period of Report: 2012-05-15

Reporting Person: KINDERHOOK PARTNERS, LP (10% Owner)
Reporting Person: KINDERHOOK GP LLC (10% Owner)
Reporting Person: KINDERHOOK CAPITAL MANAGEMENT, LLC (10% Owner)
Reporting Person: Shah Tushar (10% Owner)
Reporting Person: CLEARMAN STEPHEN J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock, par value $0.001	P	175000	$1.7000	Acquired	4664297	Direct
2012-05-17	Common Stock, par value $0.001	P	100000	$1.6998	Acquired	4764297	Direct

Footnotes

F1: Mr. Tushar Shah and Mr. Stephen J. Clearman are the co-managing members of Kinderhook GP, LLC (the "General Partner"), which is responsible for making investment decisions with respect to Kinderhook Partners, LP (the "Partnership") as its general partner. In addition, Mr. Shah and Mr. Clearman are the co-managing members of Kinderhook Capital Management, LLC (the "Investment Adviser"), which serves as the Partnership's investment adviser, and they are responsible for making investment recommendations on behalf of the Investment Adviser. As a result, Mr. Shah and Mr. Clearman may be deemed to control the Partnership, the General Partner, and the Investment Adviser, and may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership's, the General Partner's, and the Investment Adviser's power to vote and/or dispose of the shares of Common Stock.

F2: Mr. Shah and Mr. Clearman disclaim beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein. Kinderhook Capital Management, LLC and Kinderhook GP, LLC specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.