UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 4) *
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)
March 2, 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. ¨
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).
(Continued
on following pages)
CUSIP No.
693153108
1) Names of Reporting Persons: Gregory H. Bailey
2) Check
the Appropriate Box if a Member of a Group (See Instructions) (a)
¨ (b) ¨
3) SEC
Use Only
4) Source
of Funds (See Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6) Citizenship or Place of Organization: Canada
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person With
|
(7) Sole
Voting Power
|
2,096,042
shares of common stock (1)
|
|
(8) Shared
Voting Power
|
0
|
|
|
(9) Sole
Dispositive Power
|
2,096,042
shares of common stock (1)
|
|
|
(10)
Shared Dispositive Power
|
0
|
11)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,096,042 shares of common stock (1)
12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13) Percent of Class Represented by Amount in Row (11):
4.97%
(2)
14) Type of Reporting Person (See Instructions)
IN
|
(1)
|
Includes
(i) 2,037,675 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.
|
|
(2)
|
Percentage of shares reported is
based upon 42,186,968 shares of Common Stock outstanding as of February
24, 2010.
|
2
SCHEDULE
13D/A
This Amendment No. 4 (the “Amendment
4”) amends the statements on the Amendment No. 3 to Schedule 13D filed on
February 16, 2010 (the “Schedule 13D/A-3”), 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-3 is amended and restated in its entirety as
follows:
|
(a)
|
The
aggregate number of shares of the Common Stock beneficially owned by the
Reporting Person is 2,096,042, which represents the Reporting Person’s
beneficial ownership of approximately 4.97% of the Issuer’s Common
Stock.
|
|
(b)
|
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
2,096,042 shares of Common Stock beneficially owned by the Reporting
Person.
|
|
(c)
|
This
Amendment No. 4 is being filed to reflect the Reporting Person’s
current stockholdings of 2,096,042 shares of the Issuer’s Common Stock,
including 2,037,675 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.
|
|
(d)
|
Not
applicable.
|
|
(e)
|
March
2, 2010.
|
3
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: March
3, 2010
| /s/ Gregory H. Bailey | |
| Gregory H. Bailey |
4