| 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)
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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) 08/18/2014 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Option (Right to Buy) | $2.5 | 08/18/2014 | A | 30,000 | 02/18/2015 | 02/18/2019 | Common Stock | 30,000(1) | $0 | 30,000 | D | ||||
| Option (Right to Buy) | $3 | 08/18/2014 | A | 30,000 | 02/18/2016 | 02/18/2020 | Common Stock | 30,000(1) | $0 | 30,000 | D | ||||
| Option (Right to Buy) | $3 | 05/18/2015 | D(2) | 10,000 | 05/25/2012 | 05/25/2015 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $3 | 05/18/2015 | D(2) | 10,000 | 11/25/2012 | 11/25/2015 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $4 | 05/18/2015 | D(2) | 10,000 | 05/25/2013 | 05/25/2016 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $4 | 05/18/2015 | D(2) | 10,000 | 11/25/2013 | 11/25/2016 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $5 | 05/18/2015 | D(2) | 10,000 | 05/25/2014 | 05/25/2017 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $5 | 05/18/2015 | D(2) | 10,000 | 11/25/2014 | 11/25/2017 | Common Stock | 10,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $3 | 05/18/2015 | A(2) | 10,000 | 05/25/2012 | 05/25/2016 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Option (Right to Buy) | $3 | 05/18/2015 | A(2) | 10,000 | 11/25/2012 | 11/25/2016 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Option (Right to Buy) | $4 | 05/18/2015 | A(2) | 10,000 | 05/25/2013 | 05/25/2017 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Option (Right to Buy) | $4 | 05/18/2015 | A(2) | 10,000 | 11/25/2013 | 11/25/2017 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Option (Right to Buy) | $5 | 05/18/2015 | A(2) | 10,000 | 05/25/2014 | 05/25/2018 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Option (Right to Buy) | $5 | 05/18/2015 | A(2) | 10,000 | 11/25/2014 | 11/25/2018 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Explanation of Responses: |
| 1. A total of 60,000 Stock Options were granted on August 18, 2014 under the Company's 2011 Equity Incentive Plan. The Options vest in two equal installments at 6 months and at 18 months from the date of grant. |
| 2. The reported transactions involved an amendment of outstanding options, resulting in the deemed cancellation of the "old" options and the grant of "replacement" options. The "old" options were originally granted on November 25, 2011 and fully-vested on November 25, 2014, and were exercisable for three years from the date first exercisable. The "replacement" options are fully-vested and exercisable for a period of four years from the date first exercisable. |
| /s/ Rodney Rootsaert | 09/15/2015 | |
| ** 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. | ||