Sec Form 4 Filing - Forterre Gael @ VOLITIONRX LTD - 2022-06-23-05:00

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
Forterre Gael
2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [ VNRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commerical Officer
(Last) (First) (Middle)
13215 BEE CAVE PARKWAY,, SUITE 125, GALLERIA OAKS B
3. Date of Earliest Transaction (MM/DD/YY)
06/23-05:00/2022
(Street)
AUSTIN, TX78738
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 06/23-05:00/2022 A 13,308( 1 ) A $ 0 68,973 D
Common Stock 5,000 I By Spouse
Common Stock 32,500 I By Armori Capital Management, LLC( 2 )
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) $ 3.4 06/23-05:00/2022 A 24,524 ( 3 ) 08/03-05:00/2031 Common Stock 24,524 $ 0 37,728( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Forterre Gael
13215 BEE CAVE PARKWAY,
SUITE 125, GALLERIA OAKS B
AUSTIN, TX78738
Chief Commerical Officer
Signatures
/s/ Gael Forterre 06/24-05:00/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 3, 2021, the reporting person was awarded 20,473 restricted stock units, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 13,308 restricted stock units vesting. The restricted stock units are further subject to a 2-year time-based vesting schedule, vesting in two installments of 6,655 units and 6,653 units on each of August 3, 2022 and August 3, 2023, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. As reported in April 2022, the rights with respect to the remaining 7,165 restricted stock units subject to the award previously vested and remain subject to time-based vesting.
( 2 )These shares of common stock are managed by Armori Capital Management, LLC ("Armori Capital"). Mr. Forterre is the managing director and sole shareholder of Armori Capital and has voting and dispositive control over the shares held by Armori Capital. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
( 3 )On August 3, 2021, the reporting person was granted an option to purchase 37,728 shares of common stock, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 24,524 shares vesting. The vested shares are further subject to a 2-year time based vesting schedule, vesting in two equal installments of 12,262 shares on each of August 3, 2022 and August 3, 2023, respectively. As reported in April 2022, the rights with respect to the remaining 13,204 shares subject to the award previously vested and remain subject to time-based vesting.

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