Statement of Changes in Beneficial Ownership (4)
June 16 2021 - 07:15PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/14/2021
|
|
(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 |
6/14/2021 |
|
A |
|
26667 (1) |
A |
$0.00 |
6409711 |
D |
|
|
Common Stock |
6/14/2021 |
|
A |
|
13333 (1) |
A |
$0.00 |
563118 |
I |
By: Spouse |
|
Common Stock |
|
|
|
|
|
|
|
613530 |
I |
By: The Kathleen Sheehan Revocable Trust dtd
2/5/2009 |
|
Common Stock |
|
|
|
|
|
|
|
300000 |
I |
By: The K2 Investment Fund
LLC |
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) |
$4.59 |
6/14/2021 |
|
A |
|
40000 |
|
(2) |
6/14/2031 |
Common Stock |
40000 |
$0.00 |
40000 |
D |
|
|
Stock Option (Right to Buy) |
$4.59 |
6/14/2021 |
|
A |
|
55000 |
|
(2) |
6/14/2031 |
Common Stock |
55000 |
$0.00 |
55000 |
D |
|
|
Stock Option (Right to Buy) |
$4.59 |
6/14/2021 |
|
A |
|
20000 |
|
(2) |
6/14/2031 |
Common Stock |
20000 |
$0.00 |
20000 |
I |
By: Spouse |
|
Stock Option (Right to Buy) |
$4.59 |
6/14/2021 |
|
A |
|
44000 |
|
(2) |
6/14/2031 |
Common Stock |
44000 |
$0.00 |
44000 |
I |
By: Spouse |
| Explanation of
Responses: |
| (1) |
Twenty-five percent (25%) of
the Restricted Stock Units ("RSUs") will vest on the one (1) year
anniversary of the grant date, and twenty-five percent (25%) of the
RSUs will vest each year thereafter on the same day as the grant
date, subject to Participant continuing to be a Service Provider
(as defined in the Company's 2013 Equity Incentive Plan (the
"Plan")) through each such date. If a Change in Control (as defined
in the Plan) occurs, all of the RSUs then unvested as of the date
of the Change in Control will vest immediately prior to the
consummation of the Change in Control transaction. |
| (2) |
1/48 of the total number of
Shares subject to the Option shall vest and become exercisable on
the one- month anniversary of the grant date, and 1/48 of the total
number of Shares subject to the Option shall vest and become
exercisable on each monthly anniversary thereafter, so long as the
individual'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 |
Larsen Kendall
C/O 308 DORLA COURT
ZEPHYR COVE, NV 89448 |
X |
X |
President & CEO |
|
Signatures
|
|
/s/ Kendall Larsen |
|
6/16/2021 |
| **Signature of Reporting
Person |
Date |
VirnetX (AMEX:VHC)
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