Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McKenzie Kathryn B
  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)
Principal Accounting Officer
(Last)
(First)
(Middle)
12701 COMMONWEALTH DRIVE, SUITE 9
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

FORT MYERS, FL 33913
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/01/2019   A   2,273 A $ 0 2,273 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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) $ 19.6 03/01/2019   A   13,894   03/01/2020(1) 03/01/2024 Common Stock 13,894 $ 19.6 13,894 D  
Stock Option (Right to Buy) $ 8.03             02/26/2019(2) 02/26/2023 Common Stock 48,000   48,000 D  
Stock Option (Right to Buy) $ 9.07             10/18/2018(3) 10/18/2022 Common Stock 25,000   25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McKenzie Kathryn B
12701 COMMONWEALTH DRIVE
SUITE 9
FORT MYERS, FL 33913
      Principal Accounting Officer  

Signatures

 /s/ Kathryn McKenzie   03/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On March 1, 2019, Ms. McKenzie was granted an option to purchase 13,894 shares of NeoGenomics, Inc. common stock. The options vest ratably over the first four anniversary dates of the grant date.
(2) On February 26, 2018, Ms. McKenzie was granted an option to purchase 48,000 shares of NeoGenomics, Inc. common stock. The options vest ratably over the first three anniversary dates of the grant date.
(3) On October 18, 2017, Ms. McKenzie was granted an option to purchase 25,000 shares of NeoGenomics, Inc. common stock. The options vest ratably over the first three anniversary dates of the grant date.

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