VirnetX Holding Corp — Major Shareholding Notification 2012

Sep 5, 2012

SC 13D/A 1 formsc13da.htm KENDALL LARSEN SC 13D A 8-31-2012 formsc13da.htm Licensed to: Thomson Reuters Accelus Document Created using EDGARizer 2020 5.4.3.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

VirnetX Holding Corporation
(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

693153108
(CUSIP Number)

Kendall Larsen

c/o VirnetX Holding Corporation

308 Dorla Court, Suite 206

Zephyr Cove, Nevada 89448

(775) 548-1785

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. EFPlaceholder 693153108

1.	Names of Reporting Persons.
	Kendall Larsen
2.	Check the Appropriate Box if a Member of a Group (See Instructions).
	(a) o
	(b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO/PF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	o
6.	Citizenship or Place of Organization United States

Number of Shares Beneficially	7.	Sole Voting Power 7,853,192
Owned by Each	8.	Shared Voting Power 1,819,240 (1)
Reporting Person	9.	Sole Dispositive Power 7,853,192
With	10.	Shared Dispositive Power 1,819,240 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,672,432 (1)(2)
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	x (2)
13.	Percent of Class Represented by Amount in Row (11) 18.5% (3)
14.	Type of Reporting Person (See Instructions)
	IN

(1 ) Consists of shares issuable pursuant to options that are presently exercisable or exercisable within 60 days of August 31, 2012 as follows: 813,122 options held by the Reporting Person and 704,918 options held by the Reporting Person's spouse Kathleen Larsen (the "Spouse"). Also includes 300,000 shares of Common Stock held of record by K2 Investment Fund LLC of which the Reporting Person and his Spouse are the sole member-managers and 1,200 shares of common stock held jointly by the Spouse and her father.

(2) Excludes (i) 613,530 shares of Common Stock held by the Spouse’s revocable trust; (ii) 2,878 shares of Common Stock held by an adult child of the Spouse; (iii) 14,791 options that are presently exercisable or exercisable within 60 days of August 31, 2012 held by an adult child of the Spouse; and (iv) 50,000 shares of Common Stock held by an adult child of the Spouse in an irrevocable trust. The Reporting Person disclaims beneficial ownership of the excluded shares.

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(3) Percentage of shares reported is based upon 51,102,240 shares of Common Stock outstanding as of August 31, 2012.

This Amendment No. 3 to Schedule 13D (this “Amendment 2”) amends that certain Schedule 13D filed on behalf of Mr. Kendall Larsen (the “Reporting Person”) with the Securities and Exchange Commission (the “Commission”) on July 16, 2007 (the “Original Schedule 13D”), as amended by Amendment No.1 thereto filed with the Commission on February 16, 2010 (“Amendment 1”) and Amendment No.2 thereto filed with the Commission on July 24, 2012 (“Amendment 2”, and, together with Amendment 1 and the Original Schedule 13D, the “Amended Schedule 13D”).

In Amendment 2, the Reporting Person reported beneficial ownership of 797,590 options held by the Reporting Person and 699,228 options held by the Reporting Person’s Spouse that were exercisable within 60 days of July 24, 2012. In this Amendment 3 the Reporting Person is reporting beneficial ownership of 813,122 options held by the Reporting Person and 704,918 options held by the Reporting Person's Spouse that are exercisable within 60 days of August 31, 2012.

A summary of the changes in beneficial ownership of the Reporting Person and the Reporting Person’s Spouse from the time of the Amendment 2 filing to the time of this Amendment 3 filing is set forth in the tables below:

Summary of Changes in Beneficial Ownership of Shares subject to Options and Restricted Stock Units held by the Reporting Person and his Spouse from Amendment 2 to Amendment 3

Name — Kendall Larsen	Grant Date — 03/23/06	41,516		Vesting Commencement Date — 3/23/06	(1	)	41,516	41,516
Kathleen Larsen	03/23/06	249,096		3/23/06	(2	)	249,096	249,096
Kendall Larsen	12/31/07	213,319		12/31/07	(2	)	213,319	213,319
Kathleen Larsen	12/31/07	290,612		12/31/07	(2	)	290,612	290,612
Kendall Larsen	04/03/09	585,425		04/03/09	(2	)	500,049	512,246
Kathleen Larsen	04/03/09	143,100		04/03/09	(2	)	122,230	125,211
Kendall Larsen	02/24/10	35,000		02/24/10	(3	)	21,874	23,333
Kathleen Larsen	02/24/10	35,000		02/24/10	(3	)	21,874	23,333
Kendall Larsen	05/12/11	50,000		05/12/11	(3	)	16,666	17,708
Kathleen Larsen	05/12/11	40,000		05/12/11	(3	)	13,333	14,166
Kendall Larsen	04/13/12	40,000		04/13/12	(3	)	4,166	5,000
Kathleen Larsen	04/13/12	20,000		04/13/12	(3	)	2,083	2,500
Kendall Larsen	04/13/12	26,667	(*)	4/13/13	(4	)	—	—
Kathleen Larsen	04/13/12	13,333	(*)	4/13/13	(4	)	—	—
	Total	1,783,068					1,496,818	1,518,040

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• Restricted Stock Units are indicated with an asterisk (*).

(1) Fully Vested as of the Vesting Commencement Date.

(2) Twelve forty-eighth (12/48) of the Shares subject to the Option vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option vest each month thereafter on the same day of the month as the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock 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.

(3) One forty-eighth (1/48th) of the Shares subject to the Option vest each beginning on the Vesting Commencement Date and on the same day of the month after as the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock 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.

(4) Vests in four equal annual installments beginning on the first anniversary of the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the Shares underlying this Restricted Stock Unit, then unvested as of the date of the Change of Control, will vest and become immediately issuable prior to the consummation of the Change of Control transaction.

In addition, since the Amendment 2 was filed, the number of shares of the Issuer’s Common Stock outstanding has increased by 239,368 shares, from 50,862,872 shares that were outstanding as of May 4, 2012 to 51,102,240 shares outstanding as of August 31, 2012.

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Except as otherwise set forth below, the information set forth in the Amended Schedule 13D remains unchanged and is incorporated by reference into this Amendment 3.

ITEM 1. Security and Issuer

Item 1 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment 3 to the Amended Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of VirnetX Holding Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is: VirnetX Holding Corporation, 308 Dorla Court, Suite 206, Zephyr Cove, Nevada 89448.

ITEM 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D/A is hereby amended and restated in its entirety as follows:

(a) The aggregate number of shares of the Issuer's Common Stock beneficially owned by the Reporting Person is 9,672,433, which represents beneficial ownership of approximately 18.5% of the Issuer’s Common Stock.

(b) The Reporting Person has the sole power to vote, or to direct the vote, and to dispose, or to direct the disposition of, 7,853,192 shares of Issuer's Common Stock beneficially owned by the Reporting Person.

The Reporting Person has the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of 300,000 shares of the Issuer’s Common Stock held of record by K2 Investment Fund LLC of which the Reporting Person and his Spouse are the sole member-managers, 1,200 shares of the Issuer’s Common Stock held by the Spouse and the Spouse’s father and 1,518,040 shares issuable pursuant to options exercisable within 60 days of August 30, 2012 as follows: (i) 813,122 options held by the Reporting Person and (ii) 704,918 options held by the Spouse.

(c) No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above with respect to the vesting of options held by the Reporting Person and his Spouse.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D/A is hereby amended and supplemented as follows:

The Reporting Person initially pledged 7,853,192 shares of the Issuer’s Common Stock to Deutsche Bank Securities Inc. to secure a personal line of credit of up to $5 million (the “Deutsche Bank Pledge”). Since the time of the Amendment 2 filing, the Reporting Person terminated, in its entirety, the Deutsche Bank Pledge. The Reporting Person subsequently pledged 1,000,000 shares of the Issuer’s Common Stock to Morgan Stanley Smith Barney LLC, to secure a personal line of credit of up to $5 million.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 31, 2012
Kendall Larsen
Chief Executive Officer, President and Director

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