VirnetX Holding Corp — Director's Dealing 2009

Feb 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2009-01-30

Reporting Person: SLINEY WILLIAM E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-30	Common Stock	P	2000	$1.50	Acquired	2161	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-30	Common Stock Warrant	$2.00	J	1000	Acquired	2010-07-30	Common Stock (1000)	Indirect
2009-01-30	Common Stock Warrant	$3.00	J	1000	Acquired	2010-07-30	Common Stock (1000)	Indirect
2009-01-30	Common Stock Warrant	$4.00	J	1000	Acquired	2010-07-30	Common Stock (1000)	Indirect

Footnotes

F1: The Reporting Person is receiving three types of warrants to purchase the Issuer's common stock in connection with the Issuers's offering of common stock and warrants (the "Warrants") to purchase common stock pursuant to Issuer's Form S-1 (File No. 333-153645) (the "Offering"). The Warrants received have similar terms but are exercisable at different prices. For each share purchased at the closing of the Offering the Reporting Person will receive a warrant to purchase 0.5 shares of common stock at $2.00 per share, 0.5 shares of common stock at $3.00 per share and 0.5 shares of common stock at $4.00 per share (fractional shares will be rounded up). All Warrants will be exercisable January 30, 2009 through and including July 30, 2010 and include a call feature that gives the Issuer the right to require the holder of the warrant to exercise the warrant under certain conditions, failing which the warrant(s) will terminate.