Sec Form 4 Filing - VAN OORT DOUGLAS M @ NEOGENOMICS INC - 2016-05-25

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person VAN OORT DOUGLAS M 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) Chairman and CEO (Last) (First) (Middle) 12701 COMMONWEALTH DRIVE SUITE 9 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2016 (Street) FORT MYERS, FL33913 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 187,500 I Conundrum Capital Partners ( 1 ) Common Stock 1,675,000 D Common Stock 05/25/2016 M 600,000 A $ 1.71 2,275,000 D Common Stock 05/25/2016 F 118,613 ( 2 ) D $ 8.65 ( 3 ) 2,156,387 D Common Stock 05/26/2016 S 98,387 D $ 8.69 2,058,000 D Common Stock 05/27/2016 S 383,000 D $ 8.74 1,675,000 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy $ 7.15 04/20/2017( 5 ) 04/20/2021 Common Stock 472,527 472,527 D Stock Option (Right to Buy) $ 1.71 05/25/2016 X 600,000 02/14/2013( 6 ) 02/14/2017 Common Stock 600,000 $ 1.71 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VAN OORT DOUGLAS M 12701 COMMONWEALTH DRIVE SUITE 9 FORT MYERS, FL33913 Chairman and CEO Signatures /s/ Douglas M. VanOort 05/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conundrum Capital Partners, LLC is a limited liability partnership 50% owned by Mr. VanOort. Mr. VanOort is a managing partner of ConundrumCapital Partners, LLC. ( 2 )Shares withheld by NeoGenomics Inc. to satisfy the cost of the shares in connection with the May 25, 2016 stock option exercise. ( 3 )Closing stock price on date of exercise, May 25, 2016. ( 4 )Includes 125,000 shares of restricted stock that the Board of Directors approved and granted on April 15, 2014. The terms of the award call for the stock to vest on the third anniversary of the grant date as long as Mr. VanOort is still an employee of the Company. This was disclosed in our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on July 29, 2014. ( 5 )On April 20, 2016, Mr. VanOort was granted 472,527 stock options. These options vest ratably over the first three anniversary dates of the grant date. ( 6 )On February 14, 2012, Mr. VanOort was granted options to purchase 800,000 shares. These shares vest equally over each of the first four anniversaries of the grant date. On May 25, 2016. Mr. VanOort exercised 600,000 of these options leaving a balance of 200,000 options.

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.