VirnetX Holding Corp — Director's Dealing 2009

Apr 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2009-04-03

Reporting Person: Larsen Kendall (Director, President & CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-03	Stock Option Grant (right to buy)	$1.265	A	151558	Acquired	2014-04-02	Common Stock (151558)	Direct
2009-04-03	Stock Option Grant (right to buy)	$1.15	A	433867	Acquired	2019-04-02	Common Stock (433867)	Direct
2009-04-03	Stock Option Grant (right to buy)	$1.265	A	47713	Acquired	2014-04-02	Common Stock (47713)	Indirect
2009-04-03	Stock Option Grant (right to buy)	$1.15	A	95387	Acquired	2019-04-02	Common Stock (95387)	Indirect
2006-03-23	Stock option grant (right to buy)	$0.2409	A	249096	Acquired	2016-03-22	Common Stock (249096)	Indirect
2007-12-31	Stock option grant (right to buy)	$5.88	A	290612	Acquired	2017-12-31	Common Stock (290612)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8303192	Direct
Common Stock	608530	Indirect
Common Stock	5594	Indirect

Footnotes

F1: These shares are held in the name of the reporting person's individual trust: The Kendall Larsen Revocable Trust dated February 5, 2009.

F2: The reporting person married Kathleen Sheehan, the Issuer's Chief Administration Officer, on March 8, 2009 and thereby acquired indirect ownership of shares held by his spouse and her two minor children all of which were owned prior to the marriage (the "Shares"). The reporting person disclaims any beneficial ownership of the Shares.

F3: The exercise price is equal to 110% of the fair market value of Issuer's common stock on the date of the grant.

F4: On the first anniversary of the date of grant, 1/4th of the shares will vest and become exercisable, with 1/48th of the shares vesting and becoming exercisable each month thereafter.

F5: The reporting person disclaims beneficial ownership of these options.

F6: As a result of his recent marriage, the reporting person holds an indirect ownership of options held by his spouse prior to their marriage. The reporting person disclaims any beneficial ownership of the options.

F7: On the first anniversary of the date of grant, 1/4th of the shares vested and became exercisable, with 1/48th of the shares vesting and becoming exercisable each month thereafter.