Fred Volk III - May 12, 2022 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
VP-Ops, PeriShip Global LLC
Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Fred Volk III
Stock symbol
VRME
Transactions as of
May 12, 2022
Transactions value $
$0
Form type
4
Date filed
5/13/2022, 04:34 PM
Previous filing
May 2, 2022
Next filing
Nov 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 per share Other +30.5K 30.5K May 12, 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
holding VRME Restricted Stock Units 62.7K May 12, 2022 Common Stock, par value $0.001 per share 62.7K $0.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 22, 2022, the issuer and PeriShip Global LLC, the issuer's wholly-owned subsidiary ("PeriShip Global") entered into an asset purchase agreement (the "Agreement") with PeriShip, LLC (PeriShip) and PeriShip's founder (the "Founder"). Pursuant to the Agreement, PeriShip Global paid stock consideration equaling $1,000,000 (the "Stock Consideration") to PeriShip. As part of the reporting person's transaction bonus, PeriShip and the Founder assigned shares to the reporting person equaling 10% of the Stock Consideration. The transfer of shares was effectuated on 5/12/2022.
F2 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/22/2024 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.