Sec Form 4 Filing - Smith Christopher M @ NEOGENOMICS INC - 2023-05-11

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 Smith Christopher 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) Chief Executive Officer (Last) (First) (Middle) 9490 NEOGENOMICS WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2023 (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 602,219 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) $ 12.62 ( 1 ) 08/15/2029 Common Stock 694,444 694,444 D Stock Option (Right to Buy) $ 19.65 05/11/2023 A 269,841 ( 2 ) 05/11/2030 Common Stock 269,841 $ 0 269,841 D Restricted Stock Unit $ 0 05/11/2023 A 144,190 ( 3 ) ( 4 ) Common Stock 144,190 $ 0 144,190 D Performance Stock Unit $ 0 05/11/2023 A 144,190 05/11/2026( 5 ) ( 4 ) Common Stock 144,190 $ 0 144,190 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Christopher M 9490 NEOGENOMICS WAY FORT MYERS, FL33912 Chief Executive Officer Signatures /s/ Ali Olivo, Attorney-in-Fact 05/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 15, 2022, Mr. Smith was granted 694,444 stock options. These options vest ratably over the first four anniversary dates of the grant date. ( 2 )On May 11, 2023, Mr. Smith was granted 269,841 stock options. These options vest ratably over the first three anniversary dates of the grant date. ( 3 )On May 11, 2023, Mr. Smith was granted 144,190 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. Smith was granted 144,190 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 216,285. 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.

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).

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