UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3 )*
VIRNETX
HOLDING CORPORATION
(Name of
Issuer)
Common
Stock, $0.0001 par value
(Title of
Class of Securities)
693153108
(CUSIP
Number)
Kendall
Larsen
5615
Scotts Valley Drive, Suite 110
Scotts
Valley, CA 95066
(831)
438-8200
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
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693153108
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1
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NAMES
OF REPORTING PERSONS
Gregory
H. Bailey
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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OO/PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Canada
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7
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SOLE
VOTING POWER
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NUMBER
OF
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2,248,442
shares of common stock (1)
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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2,248,442
shares of common stock (1)
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WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,248,442
shares of common stock (1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.66%
(2)
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14
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TYPE
OF REPORTING PERSON
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IN
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(1)
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Includes
(i) 2,190,075 shares held directly by the Reporting Person and (ii) 58,367
shares held by the Palantir Group, Inc. over which the Reporting Person
has voting and investment power.
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(2)
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Based
upon a total of 39,750,927 shares of Issuer’s common stock
outstanding on December 31,
2009.
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SCHEDULE
13D/A
This Amendment No. 3 (the “Amendment
3”) amends the statements on the Amendment No. 2 to Schedule 13D filed on
February 26, 2009 (the “Schedule 13D/A-2”), by and on behalf of Gregory H.
Bailey (the “Reporting Person”).
Item
5. Interest in Securities of the Issuer
Item 5 of
the Schedule 13D/A-2 is amended and restated in its entirety as
follows:
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(a)
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The
aggregate number of shares of the Common Stock beneficially owned by the
Reporting Person is 2,248,442, which represents the Reporting Person’s
beneficial ownership of approximately 5.66% of the Issuer’s Common
Stock.
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(b)
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The
Reporting Person has the sole power to vote, or to direct the vote, and
the sole power to dispose, or to direct the disposition of, all such
2,248,442 shares of Common Stock beneficially owned by the Reporting
Person.
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(c)
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This
Amendment No. 3 is being filed to reflect the Reporting Person’s current
stockholdings of 2,248,442 shares of the Issuer’s Common Stock, including
2,190,075 shares directly held by the Reporting Person and 58,367 shares
held by the Palantir Group, Inc., over which the Reporting Person has
voting and investment power.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
8, 2010
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/s/ Gregory H.
Bailey
Gregory
H. Bailey
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