NEOGENOMICS INC — Major Shareholding Notification 2011

Jan 20, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

NEOGENOMICS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

64049M209

(CUSIP Number)

January 12, 2011

(Date of Event which Requires Filing

of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| (1) | Names of
Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) | |
| --- | --- | --- |
| | Stephen
J. Clearman | |
| (2) | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization | |
| | United
States of America | |
| | (5) | Sole
Voting Power |
| | | 0 |
| Number
of | (6) | Shared
Voting Power |
| Shares | | |
| Beneficially | | 3,118,746 |
| Owned
by | (7) | Sole
Dispositive Power |
| Each
Reporting | | |
| Person
With | | 0 |
| | (8) | Shared
Dispositive Power |
| | | 3,118,746 |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting
Person | |
| | 3,118,746 | |
| (10) | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) | |
| | o | |
| (11) | Percent
of Class Represented by Amount in Row (9) | |
| | 7.9% | |
| (12) | Type
of Reporting Person (See Instructions) | |
| | IN | |

| (1) | Names of
Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) | |
| --- | --- | --- |
| | Tushar
Shah | |
| (2) | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization | |
| | United
States of America | |
| | (5) | Sole
Voting Power |
| | | 0 |
| Number
of | (6) | Shared
Voting Power |
| Shares | | |
| Beneficially | | 3,118,746 |
| Owned
by | (7) | Sole
Dispositive Power |
| Each
Reporting | | |
| Person
With | | 0 |
| | (8) | Shared
Dispositive Power |
| | | 3,118,746 |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting
Person | |
| | 3,118,746 | |
| (10) | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) | |
| | o | |
| (11) | Percent
of Class Represented by Amount in Row (9) | |
| | 7.9% | |
| (12) | Type
of Reporting Person (See Instructions) | |
| | IN | |

| (1) | Names of
Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) | |
| --- | --- | --- |
| | Kinderhook
GP, LLC | |
| (2) | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization | |
| | Delaware | |
| | (5) | Sole
Voting Power |
| | | 0 |
| Number
of | (6) | Shared
Voting Power |
| Shares | | |
| Beneficially | | 3,118,746 |
| Owned
by | (7) | Sole
Dispositive Power |
| Each
Reporting | | |
| Person
With | | 0 |
| | (8) | Shared
Dispositive Power |
| | | 3,118,746 |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting
Person | |
| | 3,118,746 | |
| (10) | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) | |
| | o | |
| (11) | Percent
of Class Represented by Amount in Row (9) | |
| | 7.9% | |
| (12) | Type
of Reporting Person (See Instructions) | |
| | OO | |

| (1) | Names of
Reporting Persons I.R.S.
Identification Nos. of above persons (entities only) | |
| --- | --- | --- |
| | Kinderhook
Partners, LP | |
| (2) | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| (3) | SEC
Use Only | |
| (4) | Citizenship
or Place of Organization | |
| | Delaware | |
| | (5) | Sole
Voting Power |
| | | 0 |
| Number
of | (6) | Shared
Voting Power |
| Shares | | |
| Beneficially | | 3,118,746 |
| Owned
by | (7) | Sole
Dispositive Power |
| Each
Reporting | | |
| Person
With | | 0 |
| | (8) | Shared
Dispositive Power |
| | | 3,118,746 |
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting
Person | |
| | 3,118,746 | |
| (10) | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) | |
| | o | |
| (11) | Percent
of Class Represented by Amount in Row (9) | |
| | 7.9% | |
| (12) | Type
of Reporting Person (See Instructions) | |
| | PN | |

Item 1(a) Name of Issuer:

Neogenomics, Inc. (the "Issuer").

1(b) Address of the Issuer's Principal Executive Offices:

12701 Commonwealth Drive, Suite 9

Fort Myers, Florida 33913

Item 2(a) Name of Person Filing:

Stephen J. Clearman

Tushar Shah

Kinderhook GP, LLC

Kinderhook Partners, LP

2(b) Address of Principal Business Office, or, if None, Residence:

1 Executive Drive

Suite 160

Fort Lee, NJ 07024

2(c) Citizenship:

Stephen J. Clearman - United States of America

Tushar Shah - United States of America

Kinderhook GP, LLC - Delaware

Kinderhook Partners, LP - Delaware

2(d) Title of Class of Securities:

Common Stock, par value $0.001

2(e) CUSIP Number:

64049M209

Item 3. This statement is filed pursuant to Rule 13d-1(c).

Item 4. Ownership:

Ownership as of January 20, 2011 is incorporated herein by reference from items (5) – (9) and (11) of the cover page of this Schedule 13G.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

| Date:
January 20, 2011 | |
| --- | --- |
| By: | /s/
Stephen J. Clearman |
| | Name:
Stephen J. Clearman |
| | Title:
Managing Member |
| KINDERHOOK
GP, LLC | |
| By: | /s/
Stephen J. Clearman |
| | Name:
Stephen J. Clearman |
| | Title:
Managing Member |
| /s/
Tushar Shah | |
| Name:
Tushar Shah | |
| /s/
Stephen J. Clearman | |
| Name:
Stephen J. Clearman | |