UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Neogenomics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64049M209
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 64049M209
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
RMB Capital Management, LLC 59-3792751
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: 463,610
Number of
Shares 6. Shared Voting Power: 3,172,615
Beneficially
Owned by 7. Sole Dispositive Power: 463,610
Each Reporting
Person With 8. Shared Dispositive Power: 3,172,615
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,225
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
11.47%
12. Type of Reporting Person
IA
CUSIP No. 64049M209
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
1837 RMB Managers L.L.C. 20-4493541
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
5. Sole Voting Power: None
Number of
Shares 6. Shared Voting Power: 3,172,615
Beneficially
Owned by 7. Sole Dispositive Power: None
Each Reporting
Person With 8. Shared Dispositive Power: 3,172,615
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,615
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
10.00%
12. Type of Reporting Person
OO
CUSIP No. 64049M209
1. Names of Reporting Person
I.R.S. Identification Nos. of above person
1837 Partners L.P. 20-4502386
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Partnership
5. Sole Voting Power: None
Number of
Shares 6. Shared Voting Power: 1,697,751
Beneficially
Owned by 7. Sole Dispositive Power: None
Each Reporting
Person With 8. Shared Dispositive Power: 1,697,751
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,697,751
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.35%
12. Type of Reporting Person
PN
Item 1. (a) Issuer: Neogenomics, Inc.
Address:
12701 Commonwealth Drive, Suite 9
Fort Myers, FL 33913
Item 2. (a) Name of Person Filing:
(i) RMB Capital Management, LLC
(ii) 1837 RMB Managers L.L.C.
(iii) 1837 Partners L.P.
(b) Address of Principal Business Offices:
115 S. LaSalle Street
34th Floor
Chicago, IL 60603
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each Reporting
Person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 64049M209
Item 3. If this statement is filed pursuant to rule 240.13d- 1(b),or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C.78c).
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
240.13d-1(b)1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 12, 2009
RMB Capital Management, LLC
By: /s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal
1837 RMB Managers L.L.C.
By: /s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal
1837 Partners L.P.
By: 1837 RMB Managers L.L.C.
Its General Partner
By: RMB Capital Management, LLC
The Advisor
/s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal
JOINT FILING AGREEMENT
RMB Capital Management, LLC (an investment adviser registered under the
Investment Advisers Act of 1940); 1837 Partners L.P., a Delaware Limited
Partnership; and 1837 RMB Managers L.L.C., a Delaware Limited Liability
Company, hereby agree to file jointly the statement on this Schedule 13G/A
to which this Agreement is attached, and any amendments thereto which may
be deemed necessary.
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for
the completeness and accuracy of the information concerning such party
contained therein, but such party is not responsible for the completeness
or accuracy of information concerning the other party unless such party
knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached
as an exhibit to the statement on Schedule 13G/A, and any amendments thereto,
filed on behalf of each of the parties herto.
Date: February 12, 2009
RMB Capital Management, LLC
By: /s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal
1837 RMB Managers L.L.C.
By: /s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal
1837 Partners L.P.
By: 1837 RMB Managers L.L.C.
Its General Partner
By: RMB Capital Management, LLC
The Advisor
/s/ Richard M. Burridge, Jr.
--------------------------
Name: Richard M. Burridge, Jr.
Title: Managing Principal