[SCHEDULE 13G] NeoGenomics, Inc. SEC Filing
Three related reporting persons — Greenhouse Funds LLLP, Greenhouse GP LLC and Joseph Milano — each report beneficial ownership of 7,431,147 shares of NeoGenomics common stock, representing 5.8% of the class. The filing shows no sole voting or dispositive power and reports shared voting power of 6,658,116 and shared dispositive power of 7,431,147, indicating joint control over voting and disposition rather than individual control.
The statement explains these securities are directly owned by advisory clients of Greenhouse Funds LLLP, that the holdings were acquired and are held in the ordinary course of business and were not acquired to influence control of the issuer, and includes a disclaimer limiting claimed beneficial ownership to pecuniary interest.
- Discloses a material stake of 7,431,147 shares (5.8%), improving market transparency about significant holders
- Filing states holdings are held in the ordinary course for advisory clients and were not acquired to influence control
- No sole voting or dispositive power reported, indicating the reporting persons do not exercise individual control
- Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest, which limits clarity on direct influence
Insights
TL;DR: A disclosed 5.8% beneficial stake is material in size but the filing affirms a passive, advisory-client ownership structure.
The filing reports 7,431,147 shares (5.8% of the class) held by related reporting persons with shared voting power of 6,658,116 and shared dispositive power of 7,431,147. It expressly states the shares are held for advisory clients and were not acquired to influence control, consistent with a Schedule 13G passive disclosure. For investors this documents a meaningful position size without an asserted intent to pursue control actions. The report also includes a disclaimer limiting beneficial ownership claims to pecuniary interest, which affects interpretations of direct influence.
TL;DR: The disclosure signals concentrated ownership among advisory clients but explicitly disclaims control intent and sole voting authority.
The filing identifies three related reporting persons sharing voting and dispositive authority rather than holding sole powers. The explicit statement that holdings are held in the ordinary course for advisory clients and not for changing control is central to governance assessment: it reduces immediate concerns about activist engagement or control contests. The disclaimer of beneficial ownership except for pecuniary interest further clarifies the reporting persons' stated legal posture regarding control and Section 16 implications.