Sandy Fliderman - Feb 16, 2022 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role: Chief Technology Officer
Signature: /s/ Patrick White, Attorney-in-Fact for Sandy Fliderman
Stock symbol: VRME
Transactions as of: Feb 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/18/2022, 03:17 PM
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VRME	Common Stock, par value $0.001 per share						9.5K	Feb 16, 2022	Direct
holding	VRME	Common Stock, par value $0.001 per share						33.6K	Feb 16, 2022	By Industry Private Capital LLC

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	+9.38K		$0.00	9.38K	Feb 16, 2022	Common Stock, par value $0.001 per share	9.38K	$0.00	Direct	F1, F2
holding	VRME	Warrant (Right to Buy)						25.6K	Feb 16, 2022	Common Stock, par value $0.001 per share	25.6K	$4.60	By Industry Private Capital LLC

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 2/16/2024 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.
F2	(Continued from footnote 1) 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.

Content

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 2/16/2024 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.

(Continued from footnote 1) 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.