VirnetX Holding Corp — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2012-05-15

Reporting Person: Short Robert D III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	M	20000	$1.15	Acquired	33333	Direct
2012-05-15	Common Stock	S	20000	$29.573	Disposed	13333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Stock Option (Right to Buy)	$1.15	M	20000	Disposed	2019-04-02	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35000	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.21 to $30.05, inclusive. The reporting person undertakes to provide to VirnetX Holding Corporation, any security holder of VirnetX Holding Corporation, 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: 12/48th of the shares subject to the option to purchase 312,590 shares of the Company Common Stock, granted to the Reporting Person on April 3, 2009, vested and became exercisable on April 3, 2010 and 1/48th of the total shares vest and become exercisable on the same day of each month thereafter 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.