Sec Form 4 Filing - Schuler Henri George @ VERMILLION, INC. - 2013-09-30

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)
28161 NORTH KEITH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2013
(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 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 (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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schuler Henri George
28161 NORTH KEITH DRIVE
LAKE FOREST, IL60045
X
Signatures
/s/ H. George Schuler 03/23/2015
Signature of Reporting Person Date
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.

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