Jeffrey Scott Sherman Form 4 NEOGENOMICS / Jeffrey Scott Sherman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sherman Jeffrey Scott

(Last)

(First)

(Middle)

9490 NEOGENOMICS WAY

(Street)

FORT MYERS

33912

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [ NEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								125,662	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.62							⁽¹⁾	12/05/2029	Common Stock	249,169		249,169	D
Stock Option (Right to Buy)	$19.65							⁽²⁾	05/11/2030	Common Stock	73,016		73,016	D
Restricted Stock Unit	$0							⁽³⁾	⁽⁴⁾	Common Stock	39,016		39,016	D
Performance Stock Unit	$0							05/11/2026⁽⁵⁾	⁽⁴⁾	Common Stock	39,016		39,016	D
Stock Option (Right to Buy)	$16.45	02/23/2024		A		77,913		⁽⁶⁾	02/23/2034	Common Stock	77,913	$0	77,913	D
Restricted Stock Unit	$0	02/23/2024		A		46,606		⁽⁷⁾	⁽⁴⁾	Common Stock	46,606	$0	46,606	D
Performance Stock Unit	$0	02/23/2024		A		46,606		02/23/2027⁽⁸⁾	⁽⁴⁾	Common Stock	46,606	$0	46,606	D

Explanation of Responses:

1. On December 5, 2022, Mr. Sherman was granted 249,169 stock options. These awards vest ratably over four years with the first tranche vesting on December 7, 2023.

2. On May 11, 2023, Mr. Sherman was granted 73,016 stock options. These options vest ratably over the first three anniversary dates of the grant date.

3. On May 11, 2023, Mr. Sherman was granted 39,016 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

4. Once vested, the shares of common stock are not subject to expiration.

5. On May 11, 2023, Mr. Sherman was granted 39,016 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 58,524. The number of performance stock units that may vest is based on the achievement of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company.

6. On February 23, 2024, Mr. Sherman was granted 77,913 stock options. These options vest ratably over the first three anniversary dates of the grant date.

7. On February 23, 2024, Mr. Sherman was granted 46,606 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

8. On February 23, 2024, Mr. Sherman was granted 46,606 performance stock units representing the number of shares that may vest at target performance. The maximum number of shares that may vest pursuant to the performance criteria is 69,910. 50% of the number of performance stock units that may vest is based on the achievements of certain share growth goals based on the weighted average price of the Company's common stock over the 20-day trailing trading period at the applicable measurement dates, subject to continued service with the Company. 50% of the number of performance stock units that may vest is based on the achievement of certain revenue growth goals based on the achievement of the cumulative fiscal year revenue goal at the applicable measurement amounts, subject to continued service with the Company.

Remarks:

	/s/ Ali Olivo, Attorney-in-Fact	02/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Jeffrey Scott Sherman Form 4NEOGENOMICS / Jeffrey Scott Sherman ownership change