Sec Form 4 Filing - Sherman Jeffrey Scott @ NEOGENOMICS INC - 2022-12-05

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

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1. Name and Address of Reporting Person Sherman Jeffrey Scott 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 (Last) (First) (Middle) 9490 NEOGENOMICS WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2022 (Street) FORT MYERS, FL33912 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 12/05/2022 A( 1 ) 44,603 A $ 0 44,603 D Common Stock 12/05/2022 A( 2 ) 89,206 A $ 0 133,809 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) $ 11.62 12/05 /2022 A 249,169 ( 3 ) 12/05/2029 Common Stock 249,169 $ 0 249,169 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherman Jeffrey Scott 9490 NEOGENOMICS WAY FORT MYERS, FL33912 Chief Financial Officer Signatures /s/ Ali Olivo, Attorney-in-Fact 12/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 5, 2022, Mr. Sherman was granted an award of 44,603 shares of restricted stock. The shares subject to this award shall vest ratably over four years with the first tranche vesting on December 7, 2023. ( 2 )On December 5, 2022, Mr. Sherman was granted an award of 89,206 shares of restricted stock. The shares subject to this award shall vest upon the achievement of an absolute total stockholder return of at least 20% for the period commencing December 7, 2022 and ending December 6, 2023. If such vesting condition is met, the shares subject to the award shall vest ratably over four years with the first tranche vesting on December 7, 2023. ( 3 )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.

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).

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