MARSHALL GELLER - 14 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
14 Apr 2022
Transactions value $
$0
Form type
4
Filing time
14 Apr 2022, 17:11:33 UTC
Previous filing
11 Apr 2022
Next filing
12 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Purchase +31,104 +21% 181,445 14 Apr 2022 By Marshall & Patricia Geller Living Trust F2
holding VRME Common Stock, par value $0.001 81,002 14 Apr 2022 Direct F1

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 Warrant (Right to Buy) Purchase +31,104 31,104 14 Apr 2022 Common Stock, par value $0.001 31,104 $3.22 By Marshall & Patricia Geller Living Trust F2
holding VRME Restricted Stock Units 30,000 14 Apr 2022 Common Stock, par value $0.001 30,000 $0 Direct F3, F4
holding VRME Restricted Stock Units 39,308 14 Apr 2022 Common Stock, par value $0.001 39,308 $0 Direct F5
holding VRME Stock Option (Right to Buy) 3,000 14 Apr 2022 Common Stock, par value $0.001 3,000 $5.3 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10,000 14 Apr 2022 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10,000 14 Apr 2022 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 7,000 14 Apr 2022 Common Stock, par value $0.001 7,000 $4.6 Direct
holding VRME Warrant (Right to Buy) 31,941 14 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 14 Apr 2022 Common Stock, par value $0.001 14,300 $7.5 By Marshall & Patricia Geller Living Trust F7
holding VRME Warrant (Right to Buy) 22,880 14 Apr 2022 Common Stock, par value $0.001 22,880 $7.5 By Marshall & Patricia Geller Living Trust F7
holding VRME Warrant (Right to Buy) 12,320 14 Apr 2022 Common Stock, par value $0.001 12,320 $7.5 By Marshall & Patricia Geller Living Trust F7
* 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 The reported securities are included within 31,104 units purchased by the Reporting Person for $3.215 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.
F3 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/2024 in two equal tranches, except as otherwise provided in the award notice. 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.
F4 (Continued from footnote 3) 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.
F5 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.
F6 This option is fully exercisable as of the date of this report.
F7 This warrant is fully exercisable as of the date of this report.