VirnetX Holding Corp — Director's Dealing 2009

Feb 17, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2008-12-31

Reporting Person: SLINEY WILLIAM E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-01	Common Stock	S	5	$6.20	Disposed	161	Indirect
2008-12-04	Common Stock	S	161	$2.2001	Disposed	0	Indirect
2008-12-09	Common Stock	P	161	$1.9864	Acquired	161	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$5.88	2017-12-31	Common Stock (383095)	383095	Direct

Footnotes

F1: This transaction was made without the actual knowledge of the Reporting Person by the Reporting Person's broker, who had discretionary authority over the account, in order to cover certain brokerage account fees.

F2: The Reporting Person disclaims beneficial ownership of all shares reflected on this Form 5 held indirectly in the Joyce M. Sliney Trust dated 6/1/90.

F3: This transaction occurred when the Reporting Person intended to transfer the account to another brokerage firm and the shares were inadvertently sold instead of transferred. The Reporting Person's sale of Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 161 shares, with the Reporting Person's purchase of 161 shares of Issuer's common stock at a price of $1.9864 per share on December 9, 2008. The Reporting Person has paid Issuer $34.41, representing the full amount of the profit realized in connection with the short-swing transaction.

F4: 25% of the total shares subject to the option (the "Total Shares") vest on December 31, 2008, and 1/48th of the Total Shares shall vest each month thereafter. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) of the Issuer 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.

F5: This transaction was reported timely on January 3, 2008, but was inadvertently reported using the Issuer's Central Index Key (CIK: 001082324) and not the Reporting Person's CIK.