SEC Form 4 · accession 0001209191-18-011878
VirnetX Holding Corp · VHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert D Short III
Officer — Chief Technology Officer · Director
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 4:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082324
Table I — non-derivative securities
No Table I lines on this filing.
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 | $4.15 | Feb 16, 2018 | J | 120,000 | D | — | Sep 14, 2027 | Common Stock | 120,000 | 980,000 | D |
| Stock Option (Right to Buy)F3 | $3.55 | Feb 16, 2018 | A | 120,000 | A | — | Feb 16, 2028 | Common Stock | 120,000 | 120,000 | D |
Explanation of responses
- F1As previously reported on a Form 4 filed on September 18, 2017 by the Reporting Person, the Reporting Person reported acquiring the options to purchase 1,100,000 shares of common stock pursuant to the Company's 2013 Equity Incentive Plan (the "Plan"). However, the Company subsequently determined that the options to purchase 120,000 shares of common stock were not validly granted pursuant to the Plan because they exceeded the limit on the number of shares subject to stock options that may be granted to any individual participant within any fiscal year. Accordingly, the attempted grant of these excess stock options was ineffective, and therefore the excess stock options are voided as if they were never granted to the Reporting Person. This Form 4 confirms the correct amount of shares subject to the option.
- 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 Reporting Person'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.
- F312,500 of the shares subject to the option are vested and exercisable on the Grant Date. Thereafter, 1/43 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 Reporting Person'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.