Kendall Larsen - Jun 7, 2022 Form 4 Insider Report for VirnetX Holding Corp (VHC)

Role: President & CEO, Director, 10%+ Owner
Signature: /s/ Kendall Larsen
Stock symbol: VHC
Transactions as of: Jun 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/14/2022, 04:53 PM
Previous filing: May 26, 2022
Next filing: May 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VHC	Common Stock	Award	$0	+26.7K	+0.42%	$0.00	6.44M	Jun 7, 2022	Direct	F1
transaction	VHC	Common Stock	Award	$0	+13.3K	+2.04%	$0.00	668K	Jun 7, 2022	By: Spouse	F1
holding	VHC	Common Stock						614K	Jun 7, 2022	By: The Kathleen Sheehan Revocable Trust dtd 2/5/2009
holding	VHC	Common Stock						300K	Jun 7, 2022	By: The K2 Investment Fund LLC

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VHC	Stock Option (Right to Buy)	Award	$0	+90K		$0.00	90K	Jun 7, 2022	Common Stock	90K	$1.49	Direct	F2
transaction	VHC	Stock Option (Right to Buy)	Award	$0	+45K		$0.00	45K	Jun 7, 2022	Common Stock	45K	$1.49	By: Spouse	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.