NEOGENOMICS INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NEO)
CIK: 0001077183
Period of Report: 2016-04-20

Reporting Person: JONES STEVEN C (Executive VP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	S	177745	$8.21	Disposed	3150000	Indirect
2016-05-03	Common Stock	G	20000	$8.21	Disposed	266251	Direct
2016-05-03	Common Stock	G	20000	$8.21	Acquired	52157	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-20	Stock Option (Right to Buy)	$7.15	A	100000	Acquired	2021-04-20	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50476	Indirect
Common Stock	190000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (Right to Buy)	$1.50	2017-05-03	Common Stock (450000)	450000	Direct
Stock Option (Right to Buy)	$4.78	2020-05-04	Common Stock (225000)	225000	Direct

Footnotes

F1: Aspen Select Healthcare, LP is a private investment fund. Medical
Venture Partners, LLC is the sole general partner of Aspen Select Healthcare, LP, and Mr. Jones is a Managing Member of Medical Venture Partners, LLC. Mr. Jones disclaims beneficial ownership of such shares except to the extent of his respective pecuniary interests therein.

F2: These shares are reflected both as a bona fide gift from Steven Jones and a bona fide gift to trust accounts for the immediate family of Steven Jones.

F3: Such warrants were issued in connection with a consulting agreement, dated 5/3/2010.

F4: On May 4, 2015, Mr. Jones was granted 225,000 stock options. The options vest ratably over the first three anniversary dates of the grant date.

F5: On April 20, 2016, Mr. Jones was granted 100,000 stock options. These options vest ratably over the first three anniversary dates of the grant date.