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*
KANNAN NARASIMHAN P

(Last) (First) (Middle)
1850 CENTENNIAL PARK DRIVE
SUITE 200

(Street)
RESTON VA 20191

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VCAMPUS CORP [ VCMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2005
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 05/13/2005 P 1,500 A $0.98 2,391 D
Common Stock 05/13/2005 P 2,000 A $0.9 4,391 D
Common Stock 05/13/2005 P 1,000 A $0.93 5,391 D
Common Stock 05/13/2005 P 500 A $0.97 5,891 D
Common Stock 852 I By Limited Partnership
Common Stock 6,910 I In Trust
Common Stock 10,000 I In Trust
Common Stock 100 I In Trust
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
Stock Options (Right to Buy) $2 (2) 06/15/2014 Common Stock 250,000 250,000 D
Stock Options (Right to Buy) $1.4 (1) 12/16/2013 Common Stock 25,000 25,000 D
Performance Based Employee Stock Option (Right to Buy) $3.72 (2) 01/22/2011 Common Stock 35,000 35,000 D
Common Stock $2.7 (3) 08/10/2010 Common Stock 15,000 15,000 D
Stock Option (Right to Buy) $2.7 12/17/2001 03/08/2010 Common Stock 7,500 7,500 D
Performance Based Employee Stock Option (Right to Buy) $2.7 (3) 12/09/2008 Common Stock 2,750 2,750 D
Performance Based Employee Stock Option (Right to Buy) $2.7 (3) 05/26/2008 Common Stock 16,000 16,000 D
Stock Option (Right to Buy) $12.5 12/04/2000 12/04/2010 Common Stock 152 152 D
Stock Option (Right to Buy) $37.5 09/09/1999 09/09/2009 Common Stock 200 200 D
Stock Option (Right to Buy) $37.5 (3) 09/09/2009 Common Stock 10,000 10,000 D
Explanation of Responses:
1. Shares subject to this option vest 25% on the first anniversary of the date of grant and in equal quarterly installments thereafter for three years.
2. Shares subject to this option vest 25% on the first anniversary of the date of grant and in equal quarterly installments thereafter for three years, subject to acceleration if certain performance objectives are achieved before those dates.
3. Immediately vested.
/s/ Narasimhan P. Kannan, Reporting Person 05/16/2005
** 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.