Statement of Changes in Beneficial Ownership (4)
April 08 2022 - 4:05PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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Forterre Gael |
2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD
[
VNRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Commerical Officer |
(Last)
(First)
(Middle)
13215 BEE CAVE PARKWAY,, SUITE 125, GALLERIA OAKS B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2022 |
(Street)
AUSTIN, TX 78738
(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 | 4/7/2022 | | A | | 7165 (1) | A | $0 | 55665 | D | |
Common Stock | | | | | | | | 5000 | I | By Spouse |
Common Stock | | | | | | | | 32500 | I | By Armori Capital Management, LLC (2) |
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) | 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) | $3.40 | 4/7/2022 | | A | | 13204 | | (3) | 8/3/2031 | Common Stock | 13204 | $0 | 13204 (3) | D | |
Explanation of Responses: |
(1) | On August 3, 2021, the reporting person was awarded 20,473 restricted stock units, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 7,165 restricted stock units vesting. The restricted stock units are further subject to a 2-year time-based vesting schedule, vesting in two installments of 3,582 units and 3,583 units on each of August 3, 2022 and August 3, 2023, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
(2) | These shares of common stock are managed by Armori Capital Management, LLC ("Armori Capital"). Mr. Forterre is the managing director and sole shareholder of Armori Capital and has voting and dispositive control over the shares held by Armori Capital. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(3) | On August 3, 2021, the reporting person was granted an option to purchase 37,728 shares of common stock, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 13,204 shares vesting. The vested shares are further subject to a 2-year time based vesting schedule, vesting in two equal installments of 6,602 shares on each of August 3, 2022 and August 3, 2023, respectively. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Forterre Gael 13215 BEE CAVE PARKWAY, SUITE 125, GALLERIA OAKS B AUSTIN, TX 78738 |
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| Chief Commerical Officer |
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Signatures
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/s/ Gael Forterre | | 4/8/2022 |
**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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