SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol VOLITIONRX LTD [ VNRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/23/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/23/2022 | A | 22,845(1) | A | $0 | 35,145 | D | |||
Common Stock | 06/23/2022 | A | 1,775(2) | A | $0 | 2,730 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $3.4 | 06/23/2022 | A | 42,098 | (3) | 08/03/2031 | Common Stock | 42,098 | $0 | 64,766(3) | D | ||||
Stock Option (Right to Buy) | $3.4 | 06/23/2022 | A | 3,270 | (4) | 08/03/2031 | Common Stock | 3,270 | $0 | 5,030(4) | I | By Spouse |
Explanation of Responses: |
1. On August 3, 2021, the reporting person was awarded 35,145 restricted stock units, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect 22,845 restricted stock units vesting. The restricted stock units are further subject to a 2-year time-based vesting schedule, vesting in two installments of 11,423 units and 11,422 units on each of August 3, 2022 and August 3, 2023, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. As reported in April 2022, the rights with respect to the remaining 12,300 restricted stock units subject to the award previously vested and remain subject to time-based vesting. |
2. On August 3, 2021, the spouse of the reporting person was awarded 2,730 restricted stock units, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect 1,775 restricted stock units vesting. The restricted stock units are further subject to a 2-year time-based vesting schedule, vesting in two installments of 888 units and 887 units on each of August 3, 2022 and August 3, 2023, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. As reported in April 2022, the rights with respect to the remaining 955 restricted stock units subject to the award previously vested and remain subject to time-based vesting. |
3. On August 3, 2021, the reporting person was granted an option to purchase 64,766 shares of common stock, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 42,098 shares vesting. The vested shares are further subject to a 2-year time based vesting schedule, vesting in two equal installments of 21,049 shares on each of August 3, 2022 and August 3, 2023, respectively. As reported in April 2022, the rights with respect to the remaining 22,668 shares subject to the award previously vested and remain subject to time-based vesting. |
4. On August 3, 2021, the spouse of the reporting person was granted an option to purchase 5,030 shares of common stock, subject to vesting upon achievement of certain corporate performance goals on or prior to July 1, 2022 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 3,270 shares vesting. The vested shares are further subject to a 2-year time based vesting schedule, vesting in two equal installments of 1,635 shares on each of August 3, 2022 and August 3, 2023, respectively. As reported in April 2022, the rights with respect to the remaining 1,760 shares subject to the award previously vested and remain subject to time-based vesting. |
Remarks: |
/s/ Jason Bradley Terrell MD | 06/24/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |