SEC Form 4 · accession 0001140361-18-026118
VirnetX Holding Corp · VHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas M O'Brien
Director
Period of report
May 24, 2018
Accepted (ET)
May 29, 2018 · 8:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082324
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 24, 2018 | A | 8,333 | $0.00 | A | 134,995 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $3.10 | May 24, 2018 | A | 12,500 | A | — | May 24, 2028 | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1The restricted stock units shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2019 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). 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.
- F2All shares underlying this Option shall vest and become exercisable upon the earlier of (a) one year from the date of grant or (b) the close of business on the day prior to the Company's 2019 annual meeting of stockholders, in either case, so long as the Participant (as defined in the Plan) has not earlier terminated his continuous status as a Service Provider (as defined in the Plan). If a Change in Control (as defined in the Plan) occurs, all 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. This Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider, unless such termination is due to Participant's death, Disability (as defined in the Plan), or Cause (as defined in the Plan).