SEC Form 4 · accession 0000899243-18-000362
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 31, 2017
Accepted (ET)
Jan 3, 2018 · 6:35 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,F4,F5,F6,F1,F2 | — | Dec 31, 2017 | J | 264,000 | A | — | — | Common Stock | — | 6,864,000 | 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 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.
- F2The conversion price for the Preferred Stock was initially set at $7.50 per share, which conversion price is subject to adjustment from time to time for stock splits, reclassifications, and certain distributions by NeoGenomics.
- F3This Form 4 is being filed in connection with the payment of paid-in-kind dividends as provided for by the terms of the Preferred Stock ("PIK Dividends"), which payment is exempt from Section 16 of the Securities Exchange Act of 1934 under SEC Rule 16a-9 and/or Rule 16b-b(6).
- F4As provided for by the terms of the Preferred Stock, PIK Dividends accrue and are paid in kind on shares of Preferred Stock at the specified PIK Dividend rate multiplied by the then-effective liquidation preference. On December 31, 2017, PIK Dividends were paid in accordance with the terms of the Preferred Stock. As of such date, the aggregate effective liquidation preference of the Preferred Stock reported in this Form 4 was $51,480,000.
- F5Based on the initial conversion price and the liquidation preference of the Preferred Stock in effect on the date of this filing, 6,864,000 shares of Common Stock could have been issued had the Preferred Stock been convertible, and converted in full, on such date. Based on the initial conversion price 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 4 shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of NeoGenomics for purposes of Section 16 or any other purpose.