VirnetX Holding Corp — Director's Dealing 2012

Apr 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2012-04-13

Reporting Person: Larsen Kendall (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-13	Common Stock	A	26667	—	Acquired	7879860	Direct
2012-04-13	Common Stock	A	13333	—	Acquired	13333	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-13	Stock Option (Right to Buy)	$24.75	A	40000	Acquired	2022-04-13	Common Stock (40000)	Direct
2012-04-13	Stock Option (Right to Buy)	$24.75	A	20000	Acquired	2022-04-13	Common Stock (20000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	611730	Indirect
Common Stock	5594	Indirect
Common Stock	1478	Indirect
Common Stock	300000	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive, following vesting, one share of VirnetX Holding Corporation common stock. The restricted stock units vest in four equal annual installments beginning on April 13, 2013.

F2: 1/48th of the total shares shall vest and become exercisable on May 13, 2012 and 1/48th of the total shares shall 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.

F3: The reporting person disclaims any beneficial ownership of the Shares.