Statement of Changes in Beneficial Ownership (4)
June 16 2021 - 7:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Short Robert D III |
2. Issuer Name and Ticker or Trading Symbol
VirnetX Holding Corp
[
VHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CTO and Chief Scientist |
(Last)
(First)
(Middle)
C/O 308 DORLA COURT, SUITE 206 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2021 |
(Street)
ZEPHYR COVE, NV 89448
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/14/2021 | | A | | 13333 (1) | A | $0.00 | 134256 | D | |
Common Stock | | | | | | | | 97045 | I | By: The Short Revocable Living Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option(Right to Buy) | $4.59 | 6/14/2021 | | A | | 20000 | | (2) | 6/14/2031 | Common Stock | 20000 | $0.00 | 20000 | D | |
Stock Option(Right to Buy) | $4.59 | 6/14/2021 | | A | | 44000 | | (2) | 6/14/2031 | Common Stock | 44000 | $0.00 | 44000 | D | |
Explanation of Responses: |
(1) | Twenty-five percent (25%) of the Restricted Stock Units ("RSUs") will vest on the one (1) year anniversary of the grant date, and twenty-five percent (25%) of the RSUs will vest each year thereafter on the same day as the grant 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 RSUs then unvested as of the date of the Change in Control will vest immediately prior to the consummation of the Change in Control transaction. |
(2) | The Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: 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 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Short Robert D III C/O 308 DORLA COURT SUITE 206 ZEPHYR COVE, NV 89448 | X |
| CTO and Chief Scientist |
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Signatures
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/s/ Kendall Larsen, Attorney-in-fact for Robert D. Short III | | 6/16/2021 |
**Signature of Reporting Person | Date |
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