Form: 4

Statement of changes in beneficial ownership of securities

August 16, 2024

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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Forterre Gael
(Last) (First) (Middle)
1489 WEST WARM SPRINGS ROAD
SUITE 110
(Street)
HENDERSON NV 89014
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VOLITIONRX LTD [ VNRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024
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 08/15/2024 A 15,250(1) A $0.00 152,370 D
Common Stock 5,000 I By Spouse
Common Stock 32,500 I By Armori Capital Management, LLC(2)
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
Explanation of Responses:
1. On Sept 28, 2023, the reporting person was awarded 61,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan, subject to vesting upon the achievement of certain corporate performance goals on or prior to Dec 31, 2023 and June 30, 2024 and also subject to time-based vesting. Certain of the performance goals were met, resulting in the rights with respect to 15,250 RSUs vesting. The RSUs are further subject to a 3-year time-based vesting schedule, vesting in three installments of 5,083 units, 5,083 units, and 5,084 units on each of Sept 28, 2024, 2025 and 2026, 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. As reported in Jan 2024, the rights with respect to 25,925 RSUs subject to the award previously vested and remain subject to time-based vesting. The rights with respect to the remaining 19,825 RSUs did not vest and were cancelled on August 15, 2024.
2. These shares of common stock are managed by Armori Capital Management, LLC ("Armori Capital"). Mr. Forterre is the managing director and sole shareholder of Armori Capital and has voting and dispositive control over the shares held by Armori Capital. Mr. Forterre disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
/s/ Gael Forterre 08/16/2024
** 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.