SEC Form 4 · accession 0001209191-16-123305
VirnetX Holding Corp · VHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kendall Larsen
Officer — President & CEO · Director · 10% Owner
Period of report
May 23, 2016
Accepted (ET)
May 25, 2016 · 5:28 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 23, 2016 | A | 26,667 | $0.00 | A | 6,276,376 | D | |
| Common StockF1 | May 23, 2016 | A | 13,333 | $0.00 | A | 494,453 | 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 | $4.74 | May 23, 2016 | A | 40,000 | A | — | May 23, 2026 | Common Stock | 40,000 | 40,000 | D |
| Stock Option (Right to Buy)F2 | $4.74 | May 23, 2016 | A | 20,000 | A | — | May 23, 2026 | Common Stock | 20,000 | 20,000 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive, upon vesting, one share of VirnetX Holding Corporation common stock. Twenty-five percent (25%) of the restricted stock units will vest on the one (1) year anniversary of the vesting commencement date, and twenty-five percent (25%) of the restricted stock units will vest each year thereafter on the same day as the vesting commencement date, subject to the Participant (as defined in the Company's 2013 Equity Incentive Plan (the "Plan")) continuing to be a Service Provider (as defined in 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 consumption of the Change in Control transaction.
- F21/48 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 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.