VirnetX Holding Corp — Director's Dealing 2014

Jul 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2014-07-08

Reporting Person: Short Robert D III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-08	Common Stock	A	13333	—	Acquired	27047	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-08	Stock Option (Right to Buy)	$15.40	A	20000	Acquired	2024-07-08	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50332	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 July 8, 2015, so long as the reporting person's continuous status as a Service Provider (as defined in the Issuer's 2007 Stock Plan (the "Plan")) has not terminated prior to each such date. If a Change of Control (as defined in the Plan) occurs, all of the restricted stock units 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.

F2: 1/48th of the total shares shall vest and become exercisable on August 8, 2014 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 status as a Service Provider (as defined in the Plan) has not terminated prior to each such date. If a Change of Control (as defined in the 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.