NEOGENOMICS INC — Director's Dealing 2015

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NEO)
CIK: 0001077183
Period of Report: 2015-05-05

Reporting Person: ALBITAR MAHER (Chief Medical Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-05	Stock Option (Right to Buy)	$4.78	A	300000	Acquired	2020-05-04	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	48492	Indirect
Common Stock	15000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.43	2017-01-09	Common Stock (250000)	250000	Direct
Warrants (Right to Buy)	$1.43	2017-01-09	Common Stock (200000)	200000	Direct
Stock Option (Right to Buy)	$3.45	2019-03-05	Common Stock (30000)	30000	Direct

Footnotes

F1: These stock options were granted upon the start of Dr. Albitar's service to the Company and vest ratably over each of his first four anniversaries with the Company.

F2: These warrants were issued to Dr. Albitar upon the start of his service to the Company and vest upon the acheivement of certain milestones.

F3: On March 5, 2014 Dr. Albitar was granted 30,000 stock options. The options vest ratably over the first three anniversaries of the grant date.

F4: On May 5, 2015 Dr. Albitar was granted 300,000 stock options. The options vest ratably over the first three anniversary dates of the grant date.