Sec Form 4 Filing - ROSS STEVEN A @ NEOGENOMICS INC - 2017-06-02

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 ROSS STEVEN A 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) CIO (Last) (First) (Middle) 12701 COMMONWEALTH DRIVE SUITE 9 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2017 (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 4,500 D Common Stock 06/02/2017 M 37,500 A $ 3.93 42,000 D Common Stock 06/02/2017 M 33,333 A $ 4.78 75,333 D Common Stock 06/02/2017 S 15,000 D $ 7.63 60,333 D Common Stock 06/02/2017 S 10,000 D $ 7.79 50,333 D Common stock 06/05/2017 S 45,833 D $ 7.79 4,500 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( 1 ) 04/20/2021 Common Stock 40,000 40,000 D Stock Option (Right to buy) $ 3.93 06/02/2017 X 37,500 04/22/2014( 2 ) 04/22/2018 Common Stock 37,500 $ 3.93 0 D Stock Option (Right to Buy) $ 4.78 06/02/2017 X 33,333 05/06/2016( 3 ) 05/06/2020 Common Stock 67,000 $ 4.78 33,667 D Stock Option (Right to Buy) $ 7.52 04/28/2018( 4 ) 04/28/2022 Common Stock 65,000 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSS STEVEN A 12701 COMMONWEALTH DRIVE SUITE 9 FORT MYERS, FL33913 CIO Signatures /s/ Steven Ross 06/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 20, 2016, Mr. Ross was granted 40,000 stock options. These options vest ratably over the first three anniversary dates of the grant date. ( 2 )On April 22, 2013, Mr. Ross was granted 150,000 stock options to purchase common stock of the Company. These options vest ratably on each of the next 4 anniversary dates of the grant date. ( 3 )On May 6, 2015, Mr. Ross was granted 100,000 stock options to purchase common stock of the Company. These options vest ratably on each of the first three anniversary dates of the grant date. On May 9, 2016, Mr. Ross exercised 15,000 of these options leaving a balance of 85,000 options and on May 18, 2016, Mr. Ross exercised 18,000 of these options leaving a balance of 67,000 options. On June 2, 2017, Mr. Ross exercised 33,333 of these options leaving a balance of 33,667 options. ( 4 )On April 28, 2017, Mr. Ross was granted 65,000 stock options. These options vest ratably over the first three anniversary dates of the grant 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.