Warren Stone Form 4 NEOGENOMICS / Warren Stone 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^*

Stone Warren

(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 Commerical Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2024

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	05/11/2024		M		9,612	A	$0⁽¹⁾	93,387	D
Common Stock	05/11/2024		F		2,341⁽²⁾	D	$14.86	91,046	D
Common Stock	05/11/2024		M		9,612	A	$0	100,658	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)
Restricted Stock Unit	$0	05/11/2024		M			9,612	⁽³⁾	⁽⁴⁾	Common Stock	9,612	$0	19,226	D
Stock Option (Right to Buy)	$11.21							⁽⁵⁾	12/01/2029	Common Stock	166,113		166,113	D
Stock Option (Right to Buy)	$19.65							⁽⁶⁾	05/11/2030	Common Stock	53,969		53,969	D
Performance Stock Unit	$0							05/11/2026⁽⁷⁾	⁽⁴⁾	Common Stock	21,204		21,204	D
Stock Option (Right to Buy)	$16.45							⁽⁸⁾	02/23/2034	Common Stock	42,344		42,344	D
Restricted Stock Unit	$0							⁽⁹⁾	⁽⁴⁾	Common Stock	25,329		25,329	D
Performance Stock Unit	$0							02/23/2027⁽¹⁰⁾	⁽⁴⁾	Common Stock	25,330		25,330	D
Stock Option (Right to Buy)	$13.96							⁽¹¹⁾	05/02/2034	Common Stock	29,976		29,976	D
Restricted Stock Unit	$0							⁽¹²⁾	⁽⁴⁾	Common Stock	17,908		17,908	D
Performance Stock Unit	$0							05/02/2027⁽¹³⁾	⁽⁴⁾	Common Stock	17,908		17,908	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of NeoGenomics common stock and is converted into common stock upon vesting.

2. Disposition of shares was in connection with the Issuer's withholding of common stock to satisfy tax withholding obligations related to the issuance of common stock upon release of restricted stock units.

3. On May 11, 2023, Mr. Stone was granted 28,838 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 December 1, 2022, Mr. Stone was granted 166,113 stock options. These options vest ratably over the first four anniversary dates of the grant date.

6. On May 11, 2023, Mr. Stone was granted 53,969 stock options. These options vest ratably over the first three anniversary dates of the grant date.

7. On May 11, 2023, Mr. Stone was granted 21,204 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 31,806. The number of performance stock units that may vest is based on the achievement of certain 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.

8. On February 23, 2024, Mr. Stone was granted 42,344 stock options. These options vest ratably over the first three anniversary dates of the grant date.

9. On February 23, 2024, Mr. Stone was granted 25,329 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

10. On February 23, 2024, Mr. Stone was granted 25,330 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 37,996. 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.

11. On May 2, 2024, Mr. Stone was granted 29,976 stock options. These options vest ratably over the first three anniversary dates of the grant date.

12. On May 2, 2024, Mr. Stone was granted 17,905 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date.

13. On May 2, 2024, Mr. Stone was granted 17,908 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 26,862. 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	05/14/2024
	** 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.
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Warren Stone Form 4NEOGENOMICS / Warren Stone ownership change