VirnetX Holding Corp — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VirnetX Holding Corp (VHC)
CIK: 0001082324
Period of Report: 2018-02-16

Reporting Person: Short Robert D III (Director, Chief Technology Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-16	Stock Option (Right to Buy)	$4.15	J	120000	Disposed	2027-09-14	Common Stock (120000)	Direct
2018-02-16	Stock Option (Right to Buy)	$3.55	A	120000	Acquired	2028-02-16	Common Stock (120000)	Direct

Footnotes

F1: As previously reported on a Form 4 filed on September 18, 2017 by the Reporting Person, the Reporting Person reported acquiring the options to purchase 1,100,000 shares of common stock pursuant to the Company's 2013 Equity Incentive Plan (the "Plan"). However, the Company subsequently determined that the options to purchase 120,000 shares of common stock were not validly granted pursuant to the Plan because they exceeded the limit on the number of shares subject to stock options that may be granted to any individual participant within any fiscal year. Accordingly, the attempted grant of these excess stock options was ineffective, and therefore the excess stock options are voided as if they were never granted to the Reporting Person. This Form 4 confirms the correct amount of shares subject to the option.

F2: 1/48 of the total number of shares subject to the option shall vest and become exercisable each month after the vesting commencement date on the same day as the vesting commencement date, 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 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.

F3: 12,500 of the shares subject to the option are vested and exercisable on the Grant Date. Thereafter, 1/43 of the total number of shares subject to the option shall vest and become exercisable each month after the vesting commencement date on the same day as the vesting commencement date, 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 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.