VirnetX Holding Corp — Director's Dealing 2014

Apr 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2013-04-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-15	Common Stock	F	1667	$18.59	Disposed	7904859	Direct
2013-04-15	Common Stock	F	833	$18.59	Disposed	274929	Indirect
2013-04-15	Common Stock	F	220	$18.59	Disposed	9324	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: Mr. Larsen and certain of his family members hold restricted stock units ("RSUs") that they were granted as employees of the Issuer. As the RSUs vest, taxes become due and payable, and RSU holders who are employees of the Company can pay those taxes by having the company withhold shares. On April 13, 2013, RSUs held by Mr. Larsen and certain of his family members vested, and on April 15, 2013, each elected to satisfy the taxes due on those vested RSUs by forfeiting to the company a total of 2,720 shares of Common Stock. Under applicable securities laws, the withholding of those shares for tax purposes was required to be reported on a Form 4, and due to a clerical oversight, the report was not filed at that time. This oversight was recently discovered, and this Form 4 is being filed to report the withholding of such shares on April 15, 2013.

F2: Amounts reported in Column 5 are consistent with the Reporting Person's Form 4 filed on March 26, 2014.

F3: The Reporting Person disclaims any beneficial ownership of the Shares.