VirnetX Holding Corp — Director's Dealing 2014

May 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2014-05-22

Reporting Person: O'BRIEN THOMAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Common Stock	A	8333	—	Acquired	101663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-22	Stock Option (Right to Buy)	$14.52	A	12500	Acquired	2024-05-22	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. The restricted stock units shall vest on the day immediately prior to the 2015 Annual Meeting of Stockholders of the Company. If a Change in Control (as defined in the 2013 Equity Incentive Plan) occurs, all of the restricted stock units then unvested as of the date of the Change in Control will vest immediately prior to the consummation of the Change in Control transaction.

F2: 100% of the shares shall vest and become exercisable on the day immediately prior to the 2015 Annual Meeting of Stockholders of the Company so long as the reporting person's Continuous Service status does not terminate. If a Change in Control (as defined in the 2013 Equity Incentive Plan) occurs, all shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.