Marshall S. Geller - Dec 27, 2022 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Director
Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller
Stock symbol
VRME
Transactions as of
Dec 27, 2022
Transactions value $
$3,148
Form type
4
Date filed
12/29/2022, 03:30 PM
Previous filing
Dec 21, 2022
Next filing
Jan 3, 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 $2.17K +2K +0.81% $1.09 248K Dec 27, 2022 By Marshall & Patricia Geller Living Trust F2
transaction VRME Common Stock, par value $0.001 Purchase $978 +923 +0.37% $1.06 248K Dec 28, 2022 By Marshall & Patricia Geller Living Trust
holding VRME Common Stock, par value $0.001 81K Dec 27, 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 30K Dec 27, 2022 Common Stock, par value $0.001 30K $0.00 Direct F3, F4
holding VRME Restricted Stock Units 39.3K Dec 27, 2022 Common Stock, par value $0.001 39.3K $0.00 Direct F5
holding VRME Stock Option (Right to Buy) 3K Dec 27, 2022 Common Stock, par value $0.001 3K $5.30 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10K Dec 27, 2022 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10K Dec 27, 2022 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 31.1K Dec 27, 2022 Common Stock, par value $0.001 31.1K $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 7K Dec 27, 2022 Common Stock, par value $0.001 7K $4.60 Direct
holding VRME Warrant (Right to Buy) 31.9K Dec 27, 2022 Common Stock, par value $0.001 31.9K $4.60 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 14.3K Dec 27, 2022 Common Stock, par value $0.001 14.3K $7.50 By Marshall & Patricia Geller Living Trust F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 29,002 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 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.08 to $1.09. Mr. Geller undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F3 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.
F4 (Continued from footnote 3) 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.
F5 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.
F6 This option is fully exercisable as of the date of this report.
F7 This warrant is fully exercisable as of the date of this report.