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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
VirnetX
Holding Corporation
(Name of
Issuer)
Common
Stock, $0.00001 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 §240.13d-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. 693153108
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1.
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Names
of Reporting Persons:
Kendall
Larsen
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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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 (See Instructions):
00/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): o
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6.
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Citizenship
or Place of Organization:
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power:
8,153,192
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8.
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Shared
Voting Power:
558,384
(1)
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9.
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Sole
Dispositive Power:
8,153,192
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10.
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Shared
Dispositive Power:
558,384
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
8,711,576 (1)
(2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): (2)
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13.
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Percent
of Class Represented by Amount in Row (11)
21.6%
(3)
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14.
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Type
of Reporting Person (See Instructions):
IN
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(1)
Consists of shares issuable pursuant to options exercisable within 60 days of
December 31, 2009 as follows: 154,064 options held by the Reporting Person and
401,321 options held by the Reporting Person's spouse (the
"Spouse").
(2) Excludes
(i) shares held by the Spouse prior to the marriage, and (ii) shares held in
irrevocable trusts for the benefit of the Spouse's children
and the Reporting Person's son (the "Excluded Shares"). The
Reporting Person disclaims beneficial ownership of the Excluded
Shares.
(3) Percentage
of shares reported is based upon 39,750,927 shares of Common
Stock outstanding as of December 31, 2009.
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SCHEDULE 13D/A
This
Amendment No. 1 (this “Amendment 1”) amends the statements on the Schedule 13D
filed on July 16, 2007 (the “Original Schedule 13D”), by and on behalf of
Kendall Larsen (the “Reporting Person”).
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Item
1.
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Security
and Issuer.
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Item
1 of the Original Schedule 13D is hereby amended in its entirety with the
following paragraph:
This
Amendment 1 to the Original Schedule 13D relates to the common stock, par
value $0.00001 per share (the “Common Stock”), of VirnetX Holding
Corporation. (the “Issuer”). The address of the principal executive
offices of the Issuer is: VirnetX Holding Corporation, 5615
Scotts Valley Drive, Suite 110, Scotts Valley, CA 95066.
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Item
2.
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Identity
and Background.
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Item
2 of the Original Schedule 13D is hereby amended in its entirety with
the following paragraph:
(a)
The name of the Reporting Person is Kendall Larsen.
(b)
The business address of the Reporting Person is: VirnetX
Holding Corporation, 5615 Scotts Valley Drive, Suite 110, Scotts Valley,
CA 95066.
(c)
The present principal occupation of the Reporting Person is: President and
Chief Executive Officer of VirnetX Holding Corporation.
(d)
The Reporting Person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
The Reporting Person has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f)
The Reporting Person is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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Item
3 of the Original Schedule 13D is hereby amended in its entirety with the
following paragraph:
Reference
is made to the disclosure provided in Item 4 and Item 5 of the Original
Schedule
13D and this Amendment 1; and such disclosure provided therein is, to the
extent applicable to this Item, incorporated by reference into this
Item.
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Item
4.
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Purpose
of Transaction.
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Item
4 of the Original Schedule 13D is hereby supplemented as
follows:
On October 29, 2007, pursuant to an action by written consent of the Issuer’s stockholders effective as of October 18, 2007, the Issuer filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to, among other things, effectuate a 1-for-3 reverse stock split of Issuer's stock and change the name of Issuer from PASW, Inc. to VirnetX Holding Corporation. |
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Item
5.
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Interest
in Securities of the Issuer.
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Item
5 of the Original Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The
aggregate number of shares of the Issuer's Common Stock beneficially owned
by the Reporting Person is 8,711,576, which represents beneficial
ownership of the Reporting Person of approximately 21.6% of the Common
Stock.
(b) The
Reporting Person has the sole power to vote, or to direct the vote,
and to dispose, or to direct the disposition of, 8,153,192 shares of
Issuer's Common Stock beneficially owned by the Reporting
Person.
The
Reporting Person has the shared power to vote, or to direct the vote,
and to dispose, or to direct the disposition of, 558,384 shares
issuable pursuant to options exercisable within 60 days of December 31,
2009 as follows: 154,064 options held by the Reporting Person and 401,321
options held by the Reporting Person's spouse.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
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3
Signature
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.
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February
16, 2010
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Date
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| /s/ Kendall Larsen | |
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Kendall
Larsen
Chief
Executive Officer/President and
Director
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4