Sec Form 4 Filing - SCHULER JACK W @ VERMILLION, INC. - 2018-06-21

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 JACK W
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)
06/21/2018
(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 06/21/2018 C 3,961,900 A $ 1 ( 1 ) 17,378,242 I See footnote ( 3 )
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
Series B Convertible Preferred Stock (Right to Buy) $ 1 ( 1 ) 06/21/2018 C 39,619 06/21/2018 ( 2 ) Common Stock 3,9 61,900 $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULER JACK W
100 N. FIELD DRIVE
SUITE 360
LAKE FOREST, IL60045
X
Signatures
/s/ Jack W. Schuler 06/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 21, 2018, as a result of receipt of the Requisite Stockholder Approval (defined and described further in the reporting person's amendment to Schedule 13D filed on April 19, 2018), each share of Series B Convertible Preferred Stock ("Preferred Stock") automatically converted into 100 shares of Common Stock, reflecting a conversion price equal to $1.00 per share.
( 2 )The Preferred Stock had no expiration date.
( 3 )These shares of Common Stock ("Shares") and Preferred Stock are directly held by the Jack W. Schuler Living Trust. Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.

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).

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