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 *

Short Robert D III 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

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

2/16/2018
(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

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
Stock Option (Right to Buy)   $4.15   2/16/2018     J   (1)       120000      (2) 9/14/2027   Common Stock   120000   $0.00   980000   D    
Stock Option (Right to Buy)   $3.55   2/16/2018     A      120000         (3) 2/16/2028   Common Stock   120000   $0.00   120000   D    

Explanation of Responses:
(1)  As previously reported on a Form 4 filed on September 18, 2017 by the Reporting Person, the Reporting Person reported acquiring the options to purchase 1,100,000 shares of common stock pursuant to the Company's 2013 Equity Incentive Plan (the "Plan"). However, the Company subsequently determined that the options to purchase 120,000 shares of common stock were not validly granted pursuant to the Plan because they exceeded the limit on the number of shares subject to stock options that may be granted to any individual participant within any fiscal year. Accordingly, the attempted grant of these excess stock options was ineffective, and therefore the excess stock options are voided as if they were never granted to the Reporting Person. This Form 4 confirms the correct amount of shares subject to the option.
(2)  1/48 of the total number of shares subject to the option shall vest and become exercisable each month after the vesting commencement date on the same day as the vesting commencement date, 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 in Control (as defined in the Plan) occurs, all of the shares underlying this option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.
(3)  12,500 of the shares subject to the option are vested and exercisable on the Grant Date. Thereafter, 1/43 of the total number of shares subject to the option shall vest and become exercisable each month after the vesting commencement date on the same day as the vesting commencement date, 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 in Control (as defined in the Plan) occurs, all of the shares underlying this option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Short Robert D III
C/O 308 DORLA COURT
SUITE 206
ZEPHYR COVE, NV 89448 		X
Chief Technology Officer

Signatures
/s/ Kendall Larsen, Attorney-in-Fact for Robert D. Short III 2/21/2018
** 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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