MARSHALL GELLER - 22 Sep 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
22 Sep 2023
Transactions value $
$580
Form type
4
Filing time
26 Sep 2023, 17:24:40 UTC
Previous filing
15 Sep 2023
Next filing
02 Oct 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Purchase $580 +500 +0.12% $1.16 429,354 22 Sep 2023 By Marshall & Patricia Geller Living Trust F1
holding VRME Common Stock, par value $0.001 52,000 22 Sep 2023 Direct

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 22 Sep 2023 Common Stock, par value $0.001 30,000 $0 By Marshall & Patricia Geller Living Trust F2, F3
holding VRME Warrant (Right to Buy) 7,000 22 Sep 2023 Common Stock, par value $0.001 7,000 $4.6 By Marshall & Patricia Geller Living Trust
holding VRME 8% Convertible Promissory Note due 2026 $175,000 22 Sep 2023 Common Stock, par value $0.001 152,174 $1.15 By Marshall & Patricia Geller Living Trust
holding VRME Stock Option (Right to Buy) 3,000 22 Sep 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 22 Sep 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 22 Sep 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 22 Sep 2023 Common Stock, par value $0.001 31,104 $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 31,941 22 Sep 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 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.
F4 This option is fully exercisable as of the date of this report.