MARSHALL GELLER - 25 Aug 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Director
Signature
/s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller
Issuer symbol
VRME
Transactions as of
25 Aug 2023
Transactions value $
$175,000
Form type
4
Filing time
29 Aug 2023, 17:31:58 UTC
Previous filing
21 Jun 2023
Next filing
31 Aug 2023
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 52,000 25 Aug 2023 Direct
holding VRME Common Stock, par value $0.001 423,110 25 Aug 2023 By Marshall & Patricia Geller Living Trust 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 8% Convertible Promissory Note due 2026 Award $175,000 $175,000 25 Aug 2023 Common Stock, par value $0.001 152,174 $1.15 By Marshall & Patricia Geller Living Trust
holding VRME Restricted Stock Units 30,000 25 Aug 2023 Common Stock, par value $0.001 30,000 $0 Direct F2, F3
holding VRME Stock Option (Right to Buy) 3,000 25 Aug 2023 Common Stock, par value $0.001 3,000 $5.3 By Marshall & Patricia Geller Living Trust F4
holding VRME Stock Option (Right to Buy) 10,000 25 Aug 2023 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F4
holding VRME Stock Option (Right to Buy) 10,000 25 Aug 2023 Common Stock, par value $0.001 10,000 $3.5 By Marshall & Patricia Geller Living Trust F4
holding VRME Warrant (Right to Buy) 31,104 25 Aug 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 25 Aug 2023 Common Stock, par value $0.001 7,000 $4.6 Direct
holding VRME Warrant (Right to Buy) 31,941 25 Aug 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 Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 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.
F2 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.
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 This option is fully exercisable as of the date of this report.