Statement of Changes in Beneficial Ownership (4)
16 May 2023 - 7:18AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Harris Melody |
2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC
[
NEO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Enterprise Ops |
(Last)
(First)
(Middle)
9490 NEOGENOMICS WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2023 |
(Street)
FORT MYERS, FL 33912 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 109564 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $9.24 | | | | | | | (2) | 1/1/2030 | Common Stock | 201613.0 | | 201613 | D | |
Stock Option (Right to Buy) | $19.65 | 5/11/2023 | | A | | 39683 | | (3) | 5/11/2030 | Common Stock | 39683.0 | $0 | 39683 | D | |
Restricted Stock Unit | $0.0 | 5/11/2023 | | A | | 21204 | | (4) | (5) | Common Stock | 21204.0 | $0 | 21204 | D | |
Performance Stock Unit | $0.0 | 5/11/2023 | | A | | 21204 | | 5/11/2026 (6) | (5) | Common Stock | 21204.0 | $0 | 21204 | D | |
Explanation of Responses: |
(1) | This balance includes 1,339 shares that were acquired pursuant to NeoGenomics's Employee Stock Purchase Plan (ESPP) since the date of the reporting person's last filing. The shares were acquired in transactions exempt from Section 16b-3. |
(2) | On January 1, 2023, Ms. Harris was granted 201,613 stock options. These options vest ratably over the first four anniversary dates of the grant date. |
(3) | On May 11, 2023, Ms. Harris was granted 39,683 stock options. These options vest ratably over the first three anniversary dates of the grant date. |
(4) | On May 11, 2023, Ms. Harris was granted 21,204 restricted stock units. These restricted stock units vest ratably over the first three anniversary dates of the grant date. |
(5) | Once vested, the shares of common stock are not subject to expiration. |
(6) | On May 11, 2023, Ms. Harris 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 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Harris Melody 9490 NEOGENOMICS WAY FORT MYERS, FL 33912 |
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| President, Enterprise Ops |
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Signatures
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/s/ Ali Olivo, Attorney-in-Fact | | 5/15/2023 |
**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. |
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 control number. |
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