Sec Form 4 Filing - Schuler Henri George @ VERMILLION, INC. - 2017-08-25

Insider filing report for Changes in Beneficial Ownership
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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
Schuler Henri George
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)
(Last) (First) (Middle)
100 N. FIELD DRIVE, SUITE 360
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2017
(Street)
LAKE FOREST, IL60045
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, par value $0.001 2,325,319 I By Tino Hans Schuler Trust ( 1 ) ( 7 )
Common Stock, par value $0.001 2,325,319 I By Tanya Eva Schuler Trust ( 2 ) ( 7 )
Common Stock, par value $0.001 2,325,319 I By Therese Heidi Schuler Trust ( 3 ) ( 7 )
Common Stock, par value $0.001 726,671 I By Schuler GC 2010 Continuation Trust ( 4 ) ( 7 )
Common Stock, par value $0.001 239,908 I By Schuler Grandchildren LLC ( 5 ) ( 7 )
Common Stock, par value $0.001 141,304 I By Seascape Partners L.P. ( 6 ) ( 7 )
Common Stock, par value $0.001 26,000 I By spouse ( 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 (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
Warrants (Right to Buy) $ 2 08/25/2017 H( 8 ) 571,702 06/23/2015 12/23/2017 Common Stock 571,702 ( 8 ) 0 I By Tino Hans Schuler Trust ( 1 ) ( 7 )
Warrants (Right to Buy) $ 1 ( 9 ) 08/25/2017 P( 8 ) 571,702 08/25/2017 08/31/2017( 9 ) Common Stock 571,702 ( 8 ) 571,702 I By Tino Hans Schuler Trust ( 1 ) ( 7 )
Warrants (Right to Buy) $ 2 08/25/2017 H( 8 ) 571,702 06/23/2015 12/23/2017 Common Stock 571,702 ( 8 ) 0 I By Tanya Eva Schuler Trust ( 2 ) ( 7 )
Warrants (Right to Buy) $ 1 ( 9 ) 08/25/2017 P( 8 ) 571,702 08/25/2017 08/31/2017( 9 ) Common Stock 571,702 ( 8 ) 571,702 I By Tanya Eva Schuler Trust ( 2 ) ( 7 )
Warrants (Right to Buy) $ 2 08/25/2017 H( 8 ) 571,702 06/23/2015 12/23/2017 Common Stock 571,702 ( 8 ) 0 I By Therese Heidi Schuler Trust ( 3 ) ( 7 )
Warrants (Right to Buy) $ 1 ( 9 ) 08/25/2017 P( 8 ) 571,702 08/25/2017 08/31/2017( 9 ) Common Stock 571,702 ( 8 ) 571,702 I By Therese Heidi Schuler Trust ( 3 ) ( 7 )
Warrants (Right to Buy) $ 2 08/25/2017 H( 8 ) 113,332 06/23/2015 12/23/2017 Common Stock 113,332 ( 8 ) 0 I By Schuler GC 2010 Continuation Trust ( 4 ) ( 7 )
Warrants (Right to Buy) $ 1 ( 9 ) 08/25/2017 P( 8 ) 113,332 08/25/2017 08/31/2017( 9 ) Common Stock 113,332 ( 8 ) 113,332 I By Schuler GC 2010 Continuation Trust ( 4 ) ( 7 )
Warrants (Right to Buy) $ 2 08/25/2017 H( 8 ) 113,332 06/23/2015 12/23/2017 Common Stock 113,332 ( 8 ) 0 I By Schuler Grandchildren LLC ( 5 ) ( 7 )
Warrants (Right to Buy) $ 1 ( 9 ) 08/25/2017 P( 8 ) 113,332 08/25/2017 08/31/2017( 9 ) Common Stock 113,332 ( 8 ) 113,332 I By Schuler Grandchildren LLC ( 5 ) ( 7 )
Warrants (Right to Buy) $ 1.8 08/17/2017 02/17/2022 Common Stock 365,072 365,072 I By Tino Hans Schuler Trust ( 1 ) ( 7 )
Warrants (Right to Buy) $ 1.8 08/17/2017 02/17/2022 Common Stock 365,072 365,072 I By Tanya Eva Schuler Trust ( 2 ) ( 7 )
Warrants (Right to Buy) $ 1.8 08/17/2017 02/17/2022 Common Stock 365,072 365,072 I By Therese Heidi Schuler Trust ( 3 ) ( 7 )
Warrants (Right to Buy) $ 1.8 08/17/2017 02/17/2022 Common Stock 365,072 365,072 I By Schuler GC 2010 Continuation Trust ( 4 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schuler Henri George
100 N. FIELD DRIVE
SUITE 360
LAKE FOREST, IL60045
X
Signatures
/s/ H. George Schuler 08/29/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Common Stock ("Shares") and Warrants to acquire Common Stock ("Warrants") are directly owned by the Tino Hans Schuler Trust. H. George Schuler is the sole trustee of the Tino Hans Schuler Trust.
( 2 )These Shares and Warrants are directly owned by the Tanya Eva Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eva Schuler Trust.
( 3 )These Shares and Warrants are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust.
( 4 )These Shares and Warrants are directly owned by the Schuler GC 2010 Continuation Trust. H. George Schuler is the sole trustee of the Schuler GC 2010 Continuation Trust.
( 5 )These Shares and Warrants are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC.
( 6 )These Shares are directly owned by Seascape Partners L.P., a family limited partnership. H. George Schuler is the manager of Seascape Partners L.P.
( 7 )The reporting person disclaims beneficial ownership of these Shares and Warrants except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the Shares and Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 8 )The reported transactions involved an amendment of an outstanding warrant to reduce the exercise price from $2.00 to $1.00 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new warrant.
( 9 )To the extent that any part of this warrant is not exercised by August 31, 2017, the exercise price of the warrant will revert to $2.00 per share and the warrant will expire on December 23, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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