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UNITED
STATES
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SECURITIES
AND EXCHANGE
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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)
February
24, 2010
(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:
Robert
M. Levande
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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
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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:
2,084,101
(1)
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8.
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Shared
Voting Power:
0
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9.
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Sole
Dispositive Power:
2,084,101
(1)
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10.
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Shared
Dispositive Power:
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,084,101
(1)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): o
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13.
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Percent
of Class Represented by Amount in Row (11)
4.9%
(2)
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14.
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Type
of Reporting Person (See Instructions):
IN
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(1)
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Includes
207,580 shares held by the Arthur Brown Trust FBO Carolyn Brown
Levande.
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(2)
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Percentage
of shares reported is based upon 42,186,968 shares of Common Stock
outstanding as of February
24, 2010.
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2
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 Robert
M. Levande (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 Robert M. Levande.
(b)
The business address of the Reporting Person is: c/o
MDB Capital Group LLC, 1350 Avenue of the Americas, 2nd
Floor, New York, NY 10019.
(c)
The present principal occupation of the Reporting Person is: Managing
Director of MDB Capital Group LLC.
(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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3
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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 2,084,101, which represents beneficial ownership
of the Reporting Person of approximately 4.9% 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, 2,084,101 shares of Issuer's
Common Stock beneficially owned by the Reporting Person. The
2,084,101 includes 207,580 shares held by the Arthur Brown Trust FBO
Carolyn Brown Levande.
(c) Not
applicable.
(d) Not
applicable.
(e) February
20, 2010.
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4
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
26, 2010
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Date
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| /s/ Robert M. Levande | |
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Robert
M. Levande
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