FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Larsen Kendall 		2. Issuer Name and Ticker or Trading Symbol

VirnetX Holding Corp [ VHC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O 308 DORLA COURT, SUITE 206 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2013
(Street)

ZEPHYR COVE, NV 89448
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/15/2013     F    1667   (1) D $18.59   7904859   (2) D    
Common Stock   4/15/2013     F    833   (1) D $18.59   274929   (2) I   By Spouse  
Common Stock   4/15/2013     F    220   (1) D $18.59   9324   (2) (3) I   By Spouse's Adult Child  
Common Stock                  1200   I   By Spouse and her Father  
Common Stock                  613530   I   By the Kathleen Sheehan Revocable Trust dtd 2/5/2009  
Common Stock                  300000   I   By the K2 Investment Fund LLC  
Common Stock                  50000   (3) I   By the Dustan Sheehan Irrevocable Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Mr. Larsen and certain of his family members hold restricted stock units ("RSUs") that they were granted as employees of the Issuer. As the RSUs vest, taxes become due and payable, and RSU holders who are employees of the Company can pay those taxes by having the company withhold shares. On April 13, 2013, RSUs held by Mr. Larsen and certain of his family members vested, and on April 15, 2013, each elected to satisfy the taxes due on those vested RSUs by forfeiting to the company a total of 2,720 shares of Common Stock. Under applicable securities laws, the withholding of those shares for tax purposes was required to be reported on a Form 4, and due to a clerical oversight, the report was not filed at that time. This oversight was recently discovered, and this Form 4 is being filed to report the withholding of such shares on April 15, 2013.
( 2)  Amounts reported in Column 5 are consistent with the Reporting Person's Form 4 filed on March 26, 2014.
( 3)  The Reporting Person disclaims any beneficial ownership of the Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Larsen Kendall
C/O 308 DORLA COURT
SUITE 206
ZEPHYR COVE, NV 89448 		X X President & CEO

Signatures
/s/ Kendall Larsen 4/11/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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