NEOGENOMICS INC — Director's Dealing 2017

May 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEOGENOMICS INC (NEO)
CIK: 0001077183
Period of Report: 2017-05-25

Reporting Person: HIPP RAYMOND R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-30	Common Stock	M	7222	$0.00	Acquired	272016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-30	Restricted Stock	$	C	2150	Acquired	2017-03-31	Common Stock (2150)	Direct
2017-05-30	Restricted Stock	$	C	5072	Acquired	2017-03-31	Common Stock (5072)	Direct
2017-05-25	Stock Option (Right to Buy)	$7.27	A	10000	Acquired	2022-05-25	Common Stock (10000)	Direct
2017-05-25	Restricted Stock	$	A	8667	Acquired		Common Stock (8667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	264794	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$4.78	2020-05-06	Common Stock (10000)	10000	Direct
Stock Option (Right to Buy)	$9.11	2017-07-28	Common Stock (8333)	8333	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

F2: Restricted stock has vested and restricted stock certificate issued for shares of the company's common stock.

F3: 537.5 shares will vest on June 30, 2016 and thereafter, 537.5 shares will vest on the last day of each calendar quarter for the next three fiscal quarters up to March 31, 2017.

F4: 1,690.6 shares will vest on September 30, 2016 and thereafter, 1,690.7 shares will vest on the last day of each calendar quarter for the next two fiscal quarters up to March 31, 2017.

F5: On May 6, 2015, Mr. Hipp was granted 10,000 stock options. The options vest ratably over the first three anniversary dates of the grant date.

F6: On July 28, 2016, Mr. Hipp was granted 8,333 stock options. The options vest ratably over the first three anniversary dates of the grant date.

F7: On May 25, 2017, Mr. Hipp was granted 10,000 stock options. The options vest ratably on the next three anniversary dates of the grant date.

F8: The restricted stock will vest as follows; 2,166 units at June 30, 2017 and thereafter, 2,167 shares will vest on the last day of each calendar quarter for the next three fiscal quarters up to March 31, 2018.

F9: These restricted stock units will terminate upon the earliest of death, termination of employment or the last vesting date.