VolitionRX Ltd.

11/06/2024 | Press release | Distributed by Public on 11/06/2024 15:35

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
STILL TIMOTHY I
2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [VNRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1489 WEST WARM SPRINGS ROAD,, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
11/06-05:00/2024
(Street)
HENDERSON, NV 89014
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/06-05:00/2024 A 400,000(1) A $ 0 400,000 D
Common Stock 11/06-05:00/2024 A 1,000,000(2) A $ 0 1,400,000 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STILL TIMOTHY I
1489 WEST WARM SPRINGS ROAD,
SUITE 110
HENDERSON, NV 89014
X

Signatures

/s/ Timothy I. Still 11/06-05:00/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person received 400,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, vesting in three installments of 133,334 units, 133,333 units, and 133,333 units on each of November 6, 2025, November 6, 2026 and November 6, 2027, respectively. Upon vesting and settlement, the reporting person will receive a number of shares of common stock equal to the number of RSUs that have vested.
(2) The reporting person received 1,000,000 RSUs under the Issuer's 2024 Stock Incentive Plan, subject to vesting in two equal installments of 500,000 units upon the achievement of a closing stock price target above $2.50 per share and above $5.00 per share, respectively, of the Issuer's common stock for a minimum of thirty consecutive trading days prior to November 6, 2027, which date shall be no earlier than November 6, 2025, and also subject to time-based vesting in a single installment six months after the timely achievement of the target, if at all. Vesting of the RSUs shall be accelerated to fully-vest the rights to these RSUs if the Issuer undergoes a Change of Control (as defined in the Award) at a purchase price per share of the Issuer's common stock in such transaction exceeding $2.50 per share. 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.