Sec Form 4 Filing - SLINEY WILLIAM E @ VirnetX Holding Corp - 2011-08-30

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SLINEY WILLIAM E 2. Issuer Name and Ticker or Trading Symbol VirnetX Holding Corp [ VHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 5615 SCOTTS VALLEY DR. #110 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2011 (Street) SCOTTS VALLEY, CA95066 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/30/2011 M 100,000 A $ 5.88 100,000 D Common Stock 08/30/2011 S 96,200 D $ 23.91 ( 1 ) 3,800 D Common Stock 08/30/2011 S 3,800 D $ 24.46 ( 2 ) 0 D Common Stock 5,161 I By Joyce M. Sliney Trust dated 6/1/90

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 5.88 08/30/2011 M 100,000 ( 3 ) 12/31/2017 Common Stock 100,000 $ 0 133,095 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SLINEY WILLIAM E 5615 SCOTTS VALLEY DR. #110 SCOTTS VALLEY, CA95066 Chief Financial Officer Signatures /s/ William E. Sliney 09/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.40 to $24.39, inclusive. The reporting person undertakes to provide to VirnetX Holding Corp, any security holder of VirnetX Holding Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.40 to $24.64, inclusive. The reporting person undertakes to provide to VirnetX Holding Corp, any security holder of VirnetX Holding Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. ( 3 )25% of the total shares subject to the option (the "Total Shares") vested on December 31, 2008, and 1/48th of the Total Shares shall vest each month thereafter. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) of the Issuer occurs, all of the Shares underlying this Option then unvested as of the date of the Change of Control, will vest and become exercisable immediately prior to the consummation of the Change of Control transaction.

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).

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