Schuler Henri George Form 4 VERMILLION / Henri George Schuler ownership change

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^*

Schuler Henri George

(Last) (First) (Middle)

100 N. FIELD DRIVE

SUITE 360

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERMILLION, INC. [ VRML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.001	04/17/2018		P		654,136	A	$1	3,551,157	I	By Tanya Eva Schuler Trust(1)(6)
Common Stock, par value $0.001	04/17/2018		P		654,136	A	$1	3,551,157	I	By Therese Heidi Schuler Trust(2)(6)
Common Stock, par value $0.001	04/17/2018		P		145,365	A	$1	985,368	I	By Schuler GC 2010 Continuation Trust(3)(6)
Common Stock, par value $0.001	04/17/2018		P		654,137	A	$1	1,007,377	I	By Schuler Grandchildren LLC(4)(6)
Common Stock, par value $0.001								141,304	I	By Seascape Partners L.P.(5)(6)
Common Stock, par value $0.001								26,000	I	By spouse(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series B Convertible Preferred Stock (Right to Buy)	(7)	04/17/2018		P		2,459		(7)	(7)	Common Stock	245,900	$100	2,459	I	By Tanya Eva Schuler Trust(1)(6)
Series B Convertible Preferred Stock (Right to Buy)	(7)	04/17/2018		P		2,458		(7)	(7)	Common Stock	245,800	$100	2,458	I	By Therese Heidi Schuler Trust(2)(6)
Series B Convertible Preferred Stock (Right to Buy)	(7)	04/17/2018		P		547		(7)	(7)	Common Stock	54,700	$100	547	I	By Schuler GC 2010 Continuation Trust(3)(6)
Series B Convertible Preferred Stock (Right to Buy)	(7)	04/17/2018		P		2,458		(7)	(7)	Common Stock	245,800	$100	2,458	I	By Schuler Grandchildren LLC(4)(6)

Explanation of Responses:

1. These shares of Common Stock ("Shares") and Series B Convertible Preferred Stock ("Preferred Stock") are directly owned by the Tanya Eva Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eva Schuler Trust.

2. These Shares and Preferred Stock are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust.

3. These Shares and Preferred Stock are directly owned by the Schuler GC 2010 Continuation Trust. H. George Schuler is the sole trustee of the Schuler GC 2010 Continuation Trust.

4. These Shares and Preferred Stock are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC.

5. These Shares are directly owned by Seascape Partners L.P., a family limited partnership. H. George Schuler is the manager of Seascape Partners L.P.

6. The reporting person disclaims beneficial ownership of these Shares and Preferred Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

7. Each share of Preferred Stock is initially convertible into 100 Shares automatically upon the Requisite Stockholder Approval (defined and described further in the Schedule 13D/A filed by the Reporting Person on April 19, 2018), subject to customary anti-dilution adjustments, reflecting an initial conversion price equal to $1.00 per share. The Preferred Stock has no expiration date.

	/s/ H. George Schuler	04/19/2018
	** Signature of Reporting Person	Date
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