SEC Form 4 · accession 0000899243-18-018159
NEOGENOMICS INC · NEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GENERAL ELECTRIC CO
10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 26, 2018 · 5:15 pm EDT
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 StockF4,F5,F2,F3 | $7.50 | Jun 25, 2018 | J | 6,864,000 | D | — | Dec 30, 2025 | Common Stock | — | 0 | I |
Explanation of responses
- F1This Form 4 is being filed in connection with the redemption by NeoGenomics, Inc. ("Issuer") of all of Issuer's outstanding shares of Series A convertible preferred stock, par value $0.001 per share ("Preferred Stock").
- F2The shares of Preferred Stock were exercisable at any time after December 30, 2018, to the extent that the volume weighted average price of Issuer's common stock equaled or exceeded $8.00 per share, as adjusted for standard anti-dilution adjustments, for 30 consecutive trading days.
- F3Based on the conversion price and the liquidation preference of the Preferred Stock in effect on the date of this filing, 6,997,467 shares of common stock could have been issued had the Preferred Stock been converted in full on the date of this filing.
- F4The $7.30 per share redemption price was less than the original stated value of $7.50 per share of Preferred Stock.
- F5GE Medical Systems Information Technologies, Inc. ("GE InfoTech") is a wholly owned subsidiary of General Electric Company, a New York corporation ("General Electric"). General Electric disclaims beneficial ownership of the securities 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 Issuer for purposes of Section 16 or any other purpose.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney (General Electric Company) Exhibit 24.2 - Power of Attorney (GE Medical Systems Information Technologies, Inc.)