NEOGENOMICS INC — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NEO)
CIK: 0001077183
Period of Report: 2016-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-25	Common Stock	M	600000	$1.71	Acquired	2275000	Direct
2016-05-25	Common Stock	F	118613	$8.65	Disposed	2156387	Direct
2016-05-26	Common Stock	S	98387	$8.69	Disposed	2058000	Direct
2016-05-27	Common Stock	S	383000	$8.74	Disposed	1675000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-25	Stock Option (Right to Buy)	$1.71	X	600000	Disposed	2017-02-14	Common Stock (600000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	187500	Indirect
Common Stock	1675000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy	$7.15	2021-04-20	Common Stock (472527)	472527	Direct

Footnotes

F1: Conundrum Capital Partners, LLC is a limited liability partnership 50% owned by Mr. VanOort. Mr. VanOort is a managing partner of Conundrum
Capital Partners, LLC.

F2: Shares withheld by NeoGenomics Inc. to satisfy the cost of the shares in connection with the May 25, 2016 stock option exercise.

F3: Closing stock price on date of exercise, May 25, 2016.

F4: Includes 125,000 shares of restricted stock that the Board of Directors approved and granted on April 15, 2014. The terms of the award call for the stock to vest on the third anniversary of the grant date as long as Mr. VanOort is still an employee of the Company. This was disclosed in our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on July 29, 2014.

F5: On April 20, 2016, Mr. VanOort was granted 472,527 stock options. These options vest ratably over the first three anniversary dates of the grant date.

F6: On February 14, 2012, Mr. VanOort was granted options to purchase 800,000 shares. These shares vest equally over each of the first four anniversaries of the grant date. On May 25, 2016. Mr. VanOort exercised 600,000 of these options leaving a balance of 200,000 options.