0001209191-24-000322.txt : 20240103 0001209191-24-000322.hdr.sgml : 20240103 20240103160356 ACCESSION NUMBER: 0001209191-24-000322 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240101 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCBRIDE DARL C CENTRAL INDEX KEY: 0001179974 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33852 FILM NUMBER: 24506236 MAIL ADDRESS: STREET 1: 308 DORLA COURT, SUITE 206 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VirnetX Holding Corp CENTRAL INDEX KEY: 0001082324 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 770390628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 308 DORLA COURT STREET 2: SUITE 206 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 BUSINESS PHONE: (831) 438-8200 MAIL ADDRESS: STREET 1: 308 DORLA COURT STREET 2: SUITE 206 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 FORMER COMPANY: FORMER CONFORMED NAME: PASW INC DATE OF NAME CHANGE: 20001109 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC SOFTWORKS INC DATE OF NAME CHANGE: 19990322 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2024-01-01 0 0001082324 VirnetX Holding Corp VHC 0001179974 MCBRIDE DARL C 308 DORLA COURT SUITE 206 ZEPHYR COVE NV 89448 0 1 0 0 Chief Operating Officer Common Stock 1969 D Stock Option (Right to Buy) 103.60 2030-12-18 Common Stock 6000 D Stock Option (Right to Buy) 29.80 2032-06-07 Common Stock 1000 D Certain of these shares are represented by restricted stock units ("RSUs") and restricted stock awards ("RSAs"). The RSUs and RSAs represent the Reporting Person's right to receive shares of the Common Stock of the Issuer subject to the applicable vesting schedule and the Reporting Person's continued status as a Service Provider (as defined in the 2013 Equity Incentive Plan (the "Plan")). 1/4 of the total number of Shares subject to the Option vested and became exercisable on December 18, 2021, 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. 1/48 of the total number of Shares subject to the Option vested and became exercisable on July 7, 2022, 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. /s/ Kendall Larsen, Attorney-in-fact for Darl C. McBride 2024-01-03 EX-24 2 attachment1.htm EX-24 DOCUMENT

				POWER OF ATTORNEY

	Know all by these presents that the undersigned hereby constitutes and
appoints each of Kendall Larsen and Katherine Allanson of VirnetX Holding
Corporation (the "Company"), as the undersigned's true and lawful attorneys-in-
fact and agents to:

	(1)	prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form
ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule
or regulation thereunder;

	(2)	prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and
joint filing agreements in connection therewith) with respect to the securities
of the Company in accordance with Section 16(a) of Exchange Act and the rules
thereunder;

	(3)	do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare and execute any such
Form 3, 4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such Forms with the SEC and any stock exchange,
self-regulatory association or any other authority; and

	(4)	take any other action of any type whatsoever in connection with
the foregoing that, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney in fact, or such attorney in fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, and their substitutes, in serving in
such capacity at the request of the undersigned, are not assuming (nor is
the Company assuming) any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the attorneys-in fact.  This Power of Attorney revokes any other
power of attorney that the undersigned has previously granted to representatives
of the Company.

This Power of Attorney is executed as of the date set forth below.


Signature:  /s/ Darl McBride

Print Name:  Darl McBride

Dated: 12-22-2023