SEC Form 4 · accession 0001140361-18-027193
VirnetX Holding Corp · VHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kendall Larsen
Officer — President and CEO · Director · 10% Owner
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 5:35 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 31, 2018 | A | 26,667 | $0.00 | A | 6,329,710 | D | |
| Common StockF1 | May 31, 2018 | A | 13,333 | $0.00 | A | 523,119 | I | By: Spouse |
| Common Stock | holding | — | — | — | 613,530 | I | By: The Kathleen Sheehan Revocable Trust dtd 2/5/2009 | |
| Common Stock | holding | — | — | — | 300,000 | I | By: The K2 Investment Fund LLC |
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 | $3.20 | May 31, 2018 | A | 40,000 | A | — | May 31, 2028 | Common Stock | 40,000 | 10,000 | D |
| Stock Option(Right to Buy)F2 | $3.20 | May 31, 2018 | A | 20,000 | A | — | May 31, 2028 | Common Stock | 20,000 | 10,000 | I |
Explanation of responses
- F1Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the grant date, and twenty-five percent (25%) of the Restricted Stock Units 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 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.
- F21/48 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.