SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MERRIWEATHER ALFRED G

(Last)

(First)

(Middle)

C/O VIROLOGIC, INC.

345 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2004

3. Issuer Name and Ticker or Trading Symbol
VIROLOGIC INC [ VLGC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,043⁽¹⁾	D
Contingent Value Rights	10,043⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	12/19/2002⁽⁴⁾	12/19/2011	Common Stock⁽³⁾	147,498⁽³⁾	$2.71	D
Nonstatutory Stock Option (right to buy)	12/19/2002⁽⁵⁾	12/19/2011	Common Stock⁽³⁾	22,501⁽³⁾	$2.71	D
Incentive Stock Option (right to buy)	01/06/2004⁽⁶⁾	01/06/2013	Common Stock⁽³⁾	34,538⁽³⁾	$1.24	D
Nonstatutory Stock Option (right to buy)	01/06/2004⁽⁷⁾	01/06/2013	Common Stock⁽³⁾	92,961⁽³⁾	$1.24	D
Incentive Stock Option (right to buy)	05/05/2004⁽⁸⁾	05/05/2013	Common Stock⁽³⁾	65,990⁽³⁾	$1.38	D
Nonstatutory Stock Option (right to buy)	05/05/2004⁽⁹⁾	05/05/2013	Common Stock⁽³⁾	146,509⁽³⁾	$1.38	D
Incentive Stock Option (right to buy)	02/06/2005⁽¹⁰⁾	02/06/2014	Common Stock⁽³⁾	37,187⁽³⁾	$1.88	D
Nonstatutory Stock Option (right to buy)	02/06/2005⁽¹¹⁾	02/06/2014	Common Stock⁽³⁾	90,312⁽³⁾	$1.88	D

Explanation of Responses:

1. Acquired in connection with the merger of Aclara BioSciences, Inc. ("Aclara") with and into ViroLogic, Inc. ("ViroLogic")(the "Merger") in exchange for 5,908 shares of Aclara common stock.

2. Contingent value right ("CVR") represents the right, 18 months after December 10, 2004, to receive an amount, if any, up to a maximum of $0.88, by which the then current market value of ViroLogic common stock is less than $2.90 per share. The first $0.50 of any payment per CVR must be made in cash, and the balance of any such payment may be made in cash, shares of ViroLogic common stock or a combination of the two. If the current market value of ViroLogic common stock for each trading day in any 30 consecutive trading day period prior to the 18 month anniversary date of the effective time of the transaction is greater than or equal to $3.50, then the CVRs will automatically extinguish and will no longer represent the right to receive any cash amount.

3. Each option will be exercisable for: (a) that number of shares of ViroLogic common stock indicated hereby, and (b) either (A) if the option is exercised prior to the maturity date or automatic extinguishment of the CVRs, that number of CVRs equal the number of shares subject to the option, (B) if the option is exercised on or subsequent to the maturity date of the CVR, that cash payment, if any, equal to that number of shares subject to the option, multiplied by the payment, if any, that the holder of one CVR had the right to receive upon the passage of the maturity date of the CVR, rounded down to the nearest whole cent; or (C) if the option is exercised on or subsequent to an automatic extinguishment of the CVR, no additional consideration shall be payable.

4. Acquired in connection with the Merger in exchange for an incentive stock option to purchase 86,764 shares of Aclara common stock at an exercise price of $4.61. The shares subject to the option vest monthly after one year cliff beginning 12/19/2001.

5. Acquired in connection with the Merger in exchange for a nonstatutory stock option to purchase 13,236 shares of Aclara common stock at an exercise price of $4.61. The shares subject to the option vest monthly after one year cliff beginning 12/19/2001.

6. Acquired in connection with the Merger in exchange for an incentive stock option to purchase 20,317 shares of Aclara common stock at an exercise price of $2.10. The shares subject to the option vest monthly after one year cliff beginning 01/06/2003.

7. Acquired in connection with the Merger in exchange for a nonstatutory stock option to purchase 54,683 shares of Aclara common stock at an exercise price of $2.10. The shares subject to the option vest monthly after one year cliff beginning 12/19/2001.

8. Acquired in connection with the Merger in exchange for an incentive stock option to purchase 38,818 shares of Aclara common stock at an exercise price of $2.35. The shares subject to the option vest monthly after one year cliff beginning 05/05/2003.

9. Acquired in connection with the Merger in exchange for a nonstatutory stock option to purchase 86,182 shares of Aclara common stock at an exercise price of $2.35. The shares subject to the option vest monthly after one year cliff beginning 12/19/2001.

10. Acquired in connection with the Merger in exchange for an incentive stock option to purchase 21,875 shares of Aclara common stock at an exercise price of $3.20. The shares subject to the option vest monthly after one year cliff beginning 02/06/2004.

11. Acquired in connection with the Merger in exchange for a nonstatutory stock option to purchase 53,125 shares of Aclara common stock at an exercise price of $3.20. The shares subject to the option vest monthly after one year cliff beginning 02/06/2004.

Remarks:

Exhibits: 24.1 Power of Attorney

	/s/ Alfred G. Merriweather	12/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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