SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schuler Henri George

(Last)

(First)

(Middle)

28161 NORTH KEITH DRIVE

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERMILLION, INC. [ VRML ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	09/30/2013		S		10,369⁽⁸⁾	D	$2.597	37,131	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	10/02/2013		S		7,131⁽⁸⁾	D	$2.5414	30,000	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/04/2013		P		11,886	A	$2.4236	41,886	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/05/2013		P		500	A	$2.4418	42,386	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/06/2013		P		741	A	$2.5458	43,127	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/07/2013		P		4,373	A	$2.4786	47,500	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/14/2013		P		2,500	A	$2.6832	50,000	I	By spouse⁽⁷⁾
Common Stock, par value $0.001 per share	11/15/2013		P		5,000	A	$2.461	43,500	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	11/18/2013		P		5,000	A	$2.47	48,500	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/06/2013		G		12,000	D	$2.3766	38,000	I	Gifted by spouse to adult daughter⁽⁷⁾
Common Stock, par value $0.001 per share	12/06/2013		G		12,000	D	$2.3766	26,000	I	Gifted by spouse to adult son⁽⁷⁾
Common Stock, par value $0.001 per share	12/13/2013		P		20,000	A	$2.034	68,500	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/17/2013		P		10,000	A	$2.151	78,500	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/31/2013		P		10,000	A	$2.4084⁽⁹⁾	88,500	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/22/2014		P		46,158	A	$1.513⁽¹⁰⁾	134,658	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/23/2014		P		6,646	A	$1.549	141,304	I	By Seascape Partners L.P.⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001 per share								1,787,536	I	By Tino Hans Schuler Trust⁽²⁾⁽⁷⁾
Common Stock, par value $0.001 per share								1,787,536	I	By Tanya Eve Schuler Trust⁽³⁾⁽⁷⁾
Common Stock, par value $0.001 per share								1,787,536	I	By Therese Heidi Schuler Trust⁽⁴⁾⁽⁷⁾
Common Stock, par value $0.001 per share								188,888	I	By Schuler GC 2010 Continuation Trust⁽⁵⁾⁽⁷⁾
Common Stock, par value $0.001 per share								188,888	I	By Schuler Grandchildren LLC⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Acquire Common Stock	$2							06/23/2015	12/23/2017	Common Stock, par value $0.001 per share	571,702		571,702	I	By Tino Hans Schuler Trust⁽²⁾⁽⁷⁾
Warrant to Acquire Common Stock	$2							06/23/2015	12/23/2017	Common Stock, par value $0.001 per share	571,702		571,702	I	By Tanya Eve Schuler Trust⁽³⁾⁽⁷⁾
Warrant to Acquire Common Stock	$2							06/23/2015	12/23/2017	Common Stock, par value $0.001 per share	571,702		571,702	I	By Therese Heidi Schuler Trust⁽⁴⁾⁽⁷⁾
Warrant to Acquire Common Stock	$2							06/23/2015	12/23/2017	Common Stock, par value $0.001 per share	113.332		113,332	I	By Schuler GC 2010 Continuation Trust⁽⁵⁾⁽⁷⁾
Warrant to Acquire Common Stock	$2							06/23/2015	12/23/2017	Common Stock, par value $0.001 per share	113,332		113,332	I	By Schuler Grandchildren LLC⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. These shares of Common Stock are directly owned by Seascape Partners L.P., a family limited partnership. H. George Schuler is the manager of Seascape Partners L.P.

2. These shares of Common Stock and Warrants to acquire Common Stock are directly owned by the Tino Hans Schuler Trust. H. George Schuler is the sole trustee of the Tino Hans Schuler Trust.

3. These shares of Common Stock and Warrants to acquire Common Stock are directly owned by the Tanya Eve Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eve Schuler Trust.

4. These shares of Common Stock and Warrants to acquire Common Stock are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust.

5. These shares of Common Stock and Warrants to acquire Common Stock are directly owned by the Schuler GC 2010 Continuation Trust. H. George Schuler is the sole trustee of the Schuler GC 2010 Continuation Trust.

6. These shares of Common Stock and Warrants to acquire Common Stock are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC.

7. The reporting person disclaims beneficial ownership of the shares of Common Stock and Warrants to acquire Common Stock except to the extent of his pecuniary interest therein.

8. The reporting person understands that these sales reported herein, which total to 17,500 shares, are matchable under Section 16(b) of the Securities Exchange Act of 1934 against the purchases reported herein, to the extent the purchases equate to the 17,500 shares sold. The reporting person has disgorged to the Issuer the full amount of profits realized in connection with the short-swing transactions, to the extent of his pecuniary interest therein.

9. This price reflects the weighted average purchase price for open-market purchases of shares made by the reporting person on December 31, 2013, within a $1.00 range. The actual prices for these transactions range from $2.403 to $2.41, inclusive. The reporting person further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

10. This price reflects the weighted average purchase price for open-market purchases of shares made by the reporting person on December 22, 2014, within a $1.00 range. The actual prices for these transactions range from $1.50 to $1.52, inclusive. The reporting person further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

Remarks:

	/s/ H. George Schuler	03/23/2015
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.