MARSHALL GELLER - 07 Jun 2023 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 Jun 2023
Transactions value $
$0
Form type
4
Filing time
08 Jun 2023, 16:41:15 UTC
Previous filing
25 May 2023
Next filing
21 Jun 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Award $0 +86,806 +167% $0 138,806 07 Jun 2023 Direct F1, F2
holding VRME Common Stock, par value $0.001 336,304 07 Jun 2023 By Marshall & Patricia Geller Living Trust F3

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
holding VRME Restricted Stock Units 30,000 07 Jun 2023 Common Stock, par value $0.001 30,000 $0 Direct F4, F5
holding VRME Stock Option (Right to Buy) 3,000 07 Jun 2023 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 07 Jun 2023 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 07 Jun 2023 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 31,104 07 Jun 2023 Common Stock, par value $0.001 31,104 $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 7,000 07 Jun 2023 Common Stock, par value $0.001 7,000 $4.6 Direct
holding VRME Warrant (Right to Buy) 31,941 07 Jun 2023 Common Stock, par value $0.001 31,941 $4.6 By Marshall & Patricia Geller Living Trust
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This restricted stock award was 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, vests on 6/7/2024, subject to the Reporting Person's continuous service as a member of the board of directors.
F2 Includes 86,806 shares of restricted stock.
F3 Includes 68,310 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.
F4 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.
F5 (Continued from footnote 4) 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.
F6 This option is fully exercisable as of the date of this report.