VirnetX Holding Corp — Director's Dealing 2015

Jul 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2015-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-20	Common Stock	A	26667	$0.00	Acquired	6208193	Direct
2015-05-20	Common Stock	A	13333	$0.00	Acquired	305445	Indirect
2015-07-24	Common Stock	M	143100	$1.15	Acquired	448545	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-20	Stock Option (Right to Buy)	$5.41	A	40000	Acquired	2025-05-20	Common Stock (40000)	Direct
2015-05-20	Stock Option (Right to Buy)	$5.41	A	20000	Acquired	2025-05-20	Common Stock (20000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12657	Indirect
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, upon vesting, one share of VirnetX Holding Corporation common stock. Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the Restricted Stock Units will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) through each such date. If a Change in Control (as defined in the 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: The reporting person disclaims any beneficial ownership of the Shares.

F3: 1/48 of the total number of Shares subject to the Option shall vest and become exercisable on the one- month anniversary of the grant date, and 1/48 of the total number of Shares subject to the Option shall vest and become exercisable on each monthly anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the 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.