VirnetX Holding Corp — Director's Dealing 2011

Sep 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2011-08-30

Reporting Person: SLINEY WILLIAM E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-30	Common Stock	M	100000	$5.88	Acquired	100000	Direct
2011-08-30	Common Stock	S	96200	$23.91	Disposed	3800	Direct
2011-08-30	Common Stock	S	3800	$24.46	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-30	Stock Option (right to buy)	$5.88	M	100000	Disposed	2017-12-31	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5161	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.40 to $24.39, inclusive. The reporting person undertakes to provide to VirnetX Holding Corp, any security holder of VirnetX Holding Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.40 to $24.64, inclusive. The reporting person undertakes to provide to VirnetX Holding Corp, any security holder of VirnetX Holding Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

F3: 25% of the total shares subject to the option (the "Total Shares") vested 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.