Statement of Changes in Beneficial Ownership (4)
July 10 2014 - 6:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Larsen Kendall
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2. Issuer Name
and
Ticker or Trading Symbol
VirnetX Holding Corp
[
VHC
]
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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
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(Last)
(First)
(Middle)
C/O 308 DORLA COURT, SUITE 206
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/8/2014
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(Street)
ZEPHYR COVE, NV 89448
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/8/2014
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A
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26667
(1)
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A
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$0
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7931526
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D
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Common Stock
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7/8/2014
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A
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13333
(1)
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A
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$0
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288262
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I
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By Spouse
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Common Stock
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7/8/2014
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A
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3333
(1)
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A
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$0
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12657
(2)
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I
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By Spouse's Adult Child
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Common Stock
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1200
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I
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By Spouse and her Father
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Common Stock
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613530
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I
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By the Kathleen Sheehan Revocable Trust dtd 2/5/2009
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Common Stock
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300000
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I
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By the K2 Investment Fund LLC
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Common Stock
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50000
(2)
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I
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By the Dustan Sheehan Irrevocable Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$15.40
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7/8/2014
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A
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40000
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(3)
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7/8/2024
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Common Stock
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40000
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$0
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40000
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D
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Stock Option (Right to Buy)
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$15.40
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7/8/2014
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A
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20000
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(3)
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7/8/2024
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Common Stock
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20000
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$0
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20000
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I
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By Spouse
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Stock Option (Right to Buy)
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$15.40
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7/8/2014
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A
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5000
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(3)
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7/8/2024
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Common Stock
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5000
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$0
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5000
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I
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By Spouse's Adult Child
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Explanation of Responses:
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(
1)
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Each restricted stock unit represents a contingent right to receive, following vesting, one share of VirnetX Holding Corporation common stock. The restricted stock units vest in four equal annual installments beginning on July 8, 2015, so long as the reporting person's continuous status as a Service Provider (as defined in the Issuer's 2007 Stock Plan (the "Plan")) has not terminated prior to each such date. If a Change of Control (as defined in the Plan) occurs, all of the restricted stock units then unvested as of the date of the Change of Control will vest and become exercisable immediately prior to the consummation of the Change of Control transaction.
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(
2)
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The reporting person disclaims any beneficial ownership of the Shares.
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(
3)
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1/48th of the total shares shall vest and become exercisable on August 8, 2014 and 1/48th of the total shares shall vest and become exercisable on the same day of each month thereafter so long as the reporting person's continuous status as a Service Provider (as defined in the Plan) has not terminated prior to each such date. If a Change of Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change of Control, will vest and become exercisable immediately prior to the consummation of the Change of Control transaction.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Larsen Kendall
C/O 308 DORLA COURT
SUITE 206
ZEPHYR COVE, NV 89448
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X
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X
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President & CEO
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Signatures
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/s/ Kendall Larsen
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7/10/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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