VirnetX Holding Corp — Director's Dealing 2013

Jun 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2013-06-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-06	Common Stock	A	26667	—	Acquired	7906527	Direct
2013-06-06	Common Stock	A	13333	—	Acquired	26666	Indirect
2013-06-06	Common Stock	A	3333	—	Acquired	6211	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-06	Stock Option (Right to Buy)	$23.72	A	40000	Acquired	2013-06-06	Common Stock (40000)	Direct
2013-06-06	Stock Option (Right to Buy)	$23.72	A	20000	Acquired	2013-06-06	Common Stock (20000)	Indirect
2013-06-06	Stock Option (Right to Buy)	$23.72	A	5000	Acquired	2013-06-06	Common Stock (5000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1200	Indirect
Common Stock	613530	Indirect
Common Stock	300000	Indirect
Common Stock	50000	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 June 6, 2014.

F2: The reporting person disclaims any beneficial ownership of the Shares.

F3: 1/48th of the total shares shall vest and become exercisable on July 6, 2013 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.