Timothy I. Still - Nov 6, 2024 Form 4 Insider Report for VOLITIONRX LTD (VNRX)

Role: Director
Signature: /s/ Timothy I. Still
Stock symbol: VNRX
Transactions as of: Nov 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/6/2024, 04:34 PM
Next filing: Dec 10, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VNRX	Common Stock	Award	$0	+400K		$0.00	400K	Nov 6, 2024	Direct	F1
transaction	VNRX	Common Stock	Award	$0	+1M	+250%	$0.00	1.4M	Nov 6, 2024	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The reporting person received 400,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, vesting in three installments of 133,334 units, 133,333 units, and 133,333 units on each of November 6, 2025, November 6, 2026 and November 6, 2027, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested.
F2	The reporting person received 1,000,000 RSUs under the Issuer's 2024 Stock Incentive Plan, subject to vesting in two equal installments of 500,000 units upon the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Issuer's common stock for a minimum of thirty consecutive trading days prior to November 6, 2027, which date shall be no earlier than November 6, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the target, if at all. Vesting of the RSUs shall be accelerated to fully-vest the rights to these RSUs if the Issuer undergoes a Change of Control (as defined in the Award) at a purchase price per share of the Issuer's common stock in such transaction exceeding $2.50 per share. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

Content

The reporting person received 400,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, vesting in three installments of 133,334 units, 133,333 units, and 133,333 units on each of November 6, 2025, November 6, 2026 and November 6, 2027, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested.

The reporting person received 1,000,000 RSUs under the Issuer's 2024 Stock Incentive Plan, subject to vesting in two equal installments of 500,000 units upon the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Issuer's common stock for a minimum of thirty consecutive trading days prior to November 6, 2027, which date shall be no earlier than November 6, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the target, if at all. Vesting of the RSUs shall be accelerated to fully-vest the rights to these RSUs if the Issuer undergoes a Change of Control (as defined in the Award) at a purchase price per share of the Issuer's common stock in such transaction exceeding $2.50 per share. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.