SEC Form 4 · accession 0000899243-16-036296
NEOGENOMICS INC · NEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GENERAL ELECTRIC CO
10% Owner
Period of report
Dec 22, 2016
Accepted (ET)
Dec 23, 2016 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001077183
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F6,F1,F2,F4,F5 | — | Dec 22, 2016 | J | 8,066,667 | D | — | — | Common Stock | — | 6,600,000 | I |
Explanation of responses
- F1At any time after December 30, 2018, to the extent that the volume weighted average price of the common stock, par value $0.001 per share ("Common Stock") of NeoGenomics, Inc., a Nevada corporation ("NeoGenomics") equals or exceeds $8.00 per share, as adjusted for standard anti-dilution adjustments, for 30 consecutive trading days, GE Medical Systems Information Technologies, Inc., a Wisconsin corporation ("GE InfoTech") will be entitled to convert all or any of the shares of Series A convertible preferred stock, par value $0.001 per share of NeoGenomics ("Preferred Stock") held by GE InfoTech into Common Stock in accordance with the terms of the Preferred Stock. In addition, if any Preferred Stock remains issued and outstanding on December 30, 2025, such Preferred Stock will automatically convert into Common Stock pursuant to the terms of the Preferred Stock.
- F2(Continued From Footnote 1) As of the date of this filing, the conversion price of the Preferred Stock is $7.50 per share, which conversion price may be adjusted from time to time for certain anti-dilution adjustments.
- F3This Form 4 is being filed in connection with the redemption of shares of Preferred Stock by the issuer.
- F4As provided for in the terms of the Preferred Stock, it is expected that paid-in-kind dividends ("PIK Dividends") on each share of Preferred Stock will accrue and will be paid in kind in shares of Preferred Stock at the specified PIK Dividend rate, multiplied by the then-effective liquidation preference (including all accrued and unpaid PIK Dividends), in each case, as adjusted for certain anti-dilution adjustments. As of the date of this filing, the aggregate liquidation preference of the Preferred Stock reported in this Form 4 is $49,500,000 (based on $7.50 per share). Based on the conversion price of $7.50 per share and the liquidation preference of the Preferred Stock in effect on the date of this filing, 6,600,000 shares of Common Stock could have been issued had the Preferred Stock been convertible, and converted in full, on the date of this filing.
- F5(Continued From Footnote 4) Based on the conversion price as of the date of this filing and assuming that all PIK Dividends are paid pursuant to the terms of the Preferred Stock, it is expected that a total of 11,448,954 shares of Common Stock would be issued if all of the shares of Preferred Stock remain outstanding through December 30, 2025 and are converted in full on such date.
- F6GE InfoTech is a wholly owned subsidiary of General Electric Company, a New York corporation ("General Electric"). General Electric disclaims beneficial ownership of the Common Stock and the Preferred Stock held by GE InfoTech except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of NeoGenomics, Inc. for purposes of Section 16 or any other purpose.