MARSHALL GELLER - 07 Apr 2022 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Director
Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller
Issuer symbol
VRME
Transactions as of
07 Apr 2022
Transactions value $
$0
Form type
4
Filing time
11 Apr 2022, 16:34:40 UTC
Previous filing
02 Mar 2022
Next filing
14 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VRME Common Stock, par value $0.001 81,002 07 Apr 2022 Direct F1
holding VRME Common Stock, par value $0.001 150,341 07 Apr 2022 By Marshall & Patricia Geller Living Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRME Restricted Stock Units Award $0 +30,000 $0 30,000 07 Apr 2022 Common Stock, par value $0.001 30,000 $0 Direct F2, F3
holding VRME Restricted Stock Units 39,308 07 Apr 2022 Common Stock, par value $0.001 39,308 $0 Direct F4
holding VRME Stock Option (Right to Buy) 3,000 07 Apr 2022 Common Stock, par value $0.001 3,000 $5.3 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10,000 07 Apr 2022 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10,000 07 Apr 2022 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F5
holding VRME Warrant (Right to Buy) 7,000 07 Apr 2022 Common Stock, par value $0.001 7,000 $4.6 Direct
holding VRME Warrant (Right to Buy) 31,941 07 Apr 2022 Common Stock, par value $0.001 31,941 $4.6 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 14,300 07 Apr 2022 Common Stock, par value $0.001 14,300 $7.5 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 22,880 07 Apr 2022 Common Stock, par value $0.001 22,880 $7.5 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 12,320 07 Apr 2022 Common Stock, par value $0.001 12,320 $7.5 By Marshall & Patricia Geller Living Trust F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 29,002 vested restricted stock units that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the Reporting Person's service as a director.
F2 These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 4/7/2024 in two equal tranches. Tranch 1 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $5.00 for 20 consecutive trading days, Tranch 1 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days.
F3 (Continued from footnote 2) Tranch 2 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $7.00 for 20 consecutive trading days, Tranch 2 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
F4 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.
F5 This option is fully exercisable as of the date of this report.
F6 This warrant is fully exercisable as of the date of this report.