VirnetX Holding Corp — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2012-05-24

Reporting Person: O'BRIEN THOMAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	A	8333	—	Acquired	84997	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Stock Option (Right to Buy)	$29.90	A	12500	Acquired	2022-05-24	Common Stock (12500)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive, upon vesting, one share of VirnetX Holding Corporation common stock. 100% of the restricted stock units will vest on May 24, 2013 [so long as the reporting person's Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues]. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the restricted stock units then unvested as of the date of the Change of Control, will vest immediately prior to the consummation of the Change of Control transaction.

F2: 100% of the shares shall vest and become exercisable on May 24, 2013 so long as the reporting person's Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) 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.