Aspira Women's Health 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
08/25/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001								2,325,319	I	By Tino Hans Schuler Trust⁽¹⁾⁽⁷⁾
Common Stock, par value $0.001								2,325,319	I	By Tanya Eva Schuler Trust⁽²⁾⁽⁷⁾
Common Stock, par value $0.001								2,325,319	I	By Therese Heidi Schuler Trust⁽³⁾⁽⁷⁾
Common Stock, par value $0.001								726,671	I	By Schuler GC 2010 Continuation Trust⁽⁴⁾⁽⁷⁾
Common Stock, par value $0.001								239,908	I	By Schuler Grandchildren LLC⁽⁵⁾⁽⁷⁾
Common Stock, par value $0.001								141,304	I	By Seascape Partners L.P.⁽⁶⁾⁽⁷⁾
Common Stock, par value $0.001								26,000	I	By spouse⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Buy)	$2	08/25/2017		H⁽⁸⁾			571,702	06/23/2015	12/23/2017	Common Stock	571,702	⁽⁸⁾	0	I	By Tino Hans Schuler Trust⁽¹⁾⁽⁷⁾
Warrants (Right to Buy)	$1⁽⁹⁾	08/25/2017		P⁽⁸⁾		571,702		08/25/2017	08/31/2017⁽⁹⁾	Common Stock	571,702	⁽⁸⁾	571,702	I	By Tino Hans Schuler Trust⁽¹⁾⁽⁷⁾
Warrants (Right to Buy)	$2	08/25/2017		H⁽⁸⁾			571,702	06/23/2015	12/23/2017	Common Stock	571,702	⁽⁸⁾	0	I	By Tanya Eva Schuler Trust⁽²⁾⁽⁷⁾
Warrants (Right to Buy)	$1⁽⁹⁾	08/25/2017		P⁽⁸⁾		571,702		08/25/2017	08/31/2017⁽⁹⁾	Common Stock	571,702	⁽⁸⁾	571,702	I	By Tanya Eva Schuler Trust⁽²⁾⁽⁷⁾
Warrants (Right to Buy)	$2	08/25/2017		H⁽⁸⁾			571,702	06/23/2015	12/23/2017	Common Stock	571,702	⁽⁸⁾	0	I	By Therese Heidi Schuler Trust⁽³⁾⁽⁷⁾
Warrants (Right to Buy)	$1⁽⁹⁾	08/25/2017		P⁽⁸⁾		571,702		08/25/2017	08/31/2017⁽⁹⁾	Common Stock	571,702	⁽⁸⁾	571,702	I	By Therese Heidi Schuler Trust⁽³⁾⁽⁷⁾
Warrants (Right to Buy)	$2	08/25/2017		H⁽⁸⁾			113,332	06/23/2015	12/23/2017	Common Stock	113,332	⁽⁸⁾	0	I	By Schuler GC 2010 Continuation Trust⁽⁴⁾⁽⁷⁾
Warrants (Right to Buy)	$1⁽⁹⁾	08/25/2017		P⁽⁸⁾		113,332		08/25/2017	08/31/2017⁽⁹⁾	Common Stock	113,332	⁽⁸⁾	113,332	I	By Schuler GC 2010 Continuation Trust⁽⁴⁾⁽⁷⁾
Warrants (Right to Buy)	$2	08/25/2017		H⁽⁸⁾			113,332	06/23/2015	12/23/2017	Common Stock	113,332	⁽⁸⁾	0	I	By Schuler Grandchildren LLC⁽⁵⁾⁽⁷⁾
Warrants (Right to Buy)	$1⁽⁹⁾	08/25/2017		P⁽⁸⁾		113,332		08/25/2017	08/31/2017⁽⁹⁾	Common Stock	113,332	⁽⁸⁾	113,332	I	By Schuler Grandchildren LLC⁽⁵⁾⁽⁷⁾
Warrants (Right to Buy)	$1.8							08/17/2017	02/17/2022	Common Stock	365,072		365,072	I	By Tino Hans Schuler Trust⁽¹⁾⁽⁷⁾
Warrants (Right to Buy)	$1.8							08/17/2017	02/17/2022	Common Stock	365,072		365,072	I	By Tanya Eva Schuler Trust⁽²⁾⁽⁷⁾
Warrants (Right to Buy)	$1.8							08/17/2017	02/17/2022	Common Stock	365,072		365,072	I	By Therese Heidi Schuler Trust⁽³⁾⁽⁷⁾
Warrants (Right to Buy)	$1.8							08/17/2017	02/17/2022	Common Stock	365,072		365,072	I	By Schuler GC 2010 Continuation Trust⁽⁴⁾⁽⁷⁾

Explanation of Responses:

1. These shares of Common Stock ("Shares") and Warrants to acquire Common Stock ("Warrants") are directly owned by the Tino Hans Schuler Trust. H. George Schuler is the sole trustee of the Tino Hans Schuler Trust.

2. These Shares and Warrants are directly owned by the Tanya Eva Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eva Schuler Trust.

3. These Shares and Warrants are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust.

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

5. These Shares and Warrants are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC.

6. 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.

7. The reporting person disclaims beneficial ownership of these Shares and Warrants 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 and Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

8. The reported transactions involved an amendment of an outstanding warrant to reduce the exercise price from $2.00 to $1.00 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new warrant.

9. To the extent that any part of this warrant is not exercised by August 31, 2017, the exercise price of the warrant will revert to $2.00 per share and the warrant will expire on December 23, 2017.

	/s/ H. George Schuler	08/29/2017
	** 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.

Aspira Women's Health (AWH) Form 4VERMILLION / Henri George Schuler ownership change