VirnetX Holding Corporation
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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693153108
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(CUSIP Number)
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Kendall Larsen
c/o VirnetX Holding Corporation
308 Dorla Court, Suite 206
Zephyr Cove, Nevada 89448
(775) 548-1785
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 21, 2014
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(Date of Event which Requires Filing of this Statement)
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1. |
Names of Reporting Persons.
Kendall Larsen
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions) OO/PF
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5. |
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6. |
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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 7,858,192 |
8.
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Shared Voting Power 2,019,268 (1) | |
9.
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Sole Dispositive Power 7,858,192 | |
10.
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Shared Dispositive Power 2,019,268 (1) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,877,460 (1)(2)
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12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x (2)
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13. |
Percent of Class Represented by Amount in Row (11) 19.3% (3)
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14. |
Type of Reporting Person (See Instructions)
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IN
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(1) |
Consists of shares issuable pursuant to options that are presently exercisable or exercisable within 60 days of March 21, 2014 as follows: 942,760 options held by the Reporting Person and 762,808 options held by the Reporting Person's spouse Kathleen Larsen (the "Spouse"). Also includes 6,667 shares issuable upon the vesting of restricted share units within 60 days of March 21, 2014 held by the Reporting Person, and 3,333 shares issuable upon the vesting of restricted share units within 60 days of March 21, 2014 held by the Spouse, 300,000 shares of Common Stock held of record by K2 Investment Fund LLC of which the Reporting Person and his Spouse are the sole member-managers, 2,500 shares of common stock held by the Spouse, and 1,200 shares of common stock held jointly by the Spouse and her father.
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(2) | Excludes (i) 613,530 shares of Common Stock held by the Spouse’s revocable trust; (ii) any shares of Common Stock held by an adult child of the Spouse; (iii) 33,750 options that are presently exercisable or exercisable within 60 days of March 21, 2014 held by an adult child of the Spouse; (iv) 813 shares issuable upon the vesting of restricted share units within 60 days of March 21, 2014 held by an adult child of the Spouse; and (v) 50,000 shares of Common Stock held by an adult child of the Spouse in an irrevocable trust. The Reporting Person disclaims beneficial ownership of the excluded shares. |
(3) |
Percentage of shares reported is based upon 51,243,141 shares of Common Stock outstanding as of March 21, 2014.
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Name
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Grant Date
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Number of
Shares Subject
to Options or Restricted
Stock Units*
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Vesting
Commencement
Date
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Vesting Schedule
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Amendment 3
Disclosure
Regarding Beneficial
Ownership of Shares
Issuable or
Exercisable Within
60 Days of August
31, 2012
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Amendment 4 Disclosure Regarding Beneficial Ownership of Shares Issuable or Exercisable Within 60 Days of March 21, 2014
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|||||||||||||
Kendall Larsen
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03/23/06
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41,516
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3/23/06
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(1
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)
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41,516
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41,516
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||||||||||||
Kathleen Larsen
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03/23/06
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249,096
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3/23/06
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(2
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)
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249,096
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249,096
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||||||||||||
Kendall Larsen
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12/31/07
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213,319
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12/31/07
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(2
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)
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213,319
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213,319
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||||||||||||
Kathleen Larsen
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12/31/07
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290,612
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12/31/07
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(2
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)
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290,612
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290,612
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||||||||||||
Kendall Larsen
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04/03/09
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585,425
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04/03/09
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(2
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)
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512,246
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585,425
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||||||||||||
Kathleen Larsen
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04/03/09
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143,100
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04/03/09
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(2
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)
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125,211
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143,100
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||||||||||||
Kendall Larsen
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02/24/10
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35,000
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02/24/10
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(3
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)
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23,333
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35,000
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||||||||||||
Kathleen Larsen
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02/24/10
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35,000
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02/24/10
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(3
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)
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23,333
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35,000
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||||||||||||
Kendall Larsen
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05/12/11
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50,000
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05/12/11
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(3
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)
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17,708
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37,500
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||||||||||||
Kathleen Larsen
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05/12/11
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40,000
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05/12/11
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(3
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)
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14,166
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30,000
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||||||||||||
Kendall Larsen
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04/13/12
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40,000
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04/13/12
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(3
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)
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5,000
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20,833
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||||||||||||
Kathleen Larsen
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04/13/12
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20,000
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04/13/12
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(3
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)
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2,500
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10,417
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||||||||||||
Kendall Larsen
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04/13/12
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26,667
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(*)
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4/13/12
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(4
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)
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—
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6,667
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|||||||||||
Kathleen Larsen
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04/13/12
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13,333
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(*)
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4/13/12
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(4
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)
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—
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3,333
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|||||||||||
Kendall Larsen
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06/06/13
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40,000
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06/06/13
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(3
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)
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—
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9,167
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||||||||||||
Kathleen Larsen
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06/06/13
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20,000
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06/06/13
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(3
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)
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—
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4,583
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||||||||||||
Kendall Larsen
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06/06/13
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26,667
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(*)
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06/06/13
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(4
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)
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—
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—
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|||||||||||
Kathleen Larsen
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06/06/13
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13,333
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(*)
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06/06/13
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(4
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)
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—
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—
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|||||||||||
Total
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1,883,068
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1,518,040
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1,715,568
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(1) | Fully Vested as of the Vesting Commencement Date. |
(2) | Twelve forty-eighth (12/48) of the Shares subject to the Option vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option vest each month thereafter on the same day of the month as the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change of Control, will vest and become exercisable immediately prior to the consummation of the Change of Control transaction. |
(3) | One forty-eighth (1/48th) of the Shares subject to the Option vest each beginning on the Vesting Commencement Date and on the same day of the month after as the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change of Control, will vest and become exercisable immediately prior to the consummation of the Change of Control transaction. |
(4) | Vests in four equal annual installments beginning on the first anniversary of the Vesting Commencement Date so long as the Reporting Person's or the Reporting Person’s Spouse, as applicable, Continuous Service Status (as defined in the Issuer's 2007 Stock Plan) continues. If a Change of Control (as defined in the Issuer's 2007 Stock Plan) occurs, all of the Shares underlying this Restricted Stock Unit, then unvested as of the date of the Change of Control, will vest and become immediately issuable prior to the consummation of the Change of Control transaction. |
Item 1.
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Security and Issuer
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Item 5.
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Interest in Securities of the Issuer
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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/s/ Kendall Larsen
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Kendall Larsen
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Chief Executive Officer, President and Director
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