Marshall S. Geller - Feb 28, 2023 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
Feb 28, 2023
Transactions value $
$9,520
Form type
4
Date filed
3/2/2023, 03:31 PM
Previous filing
Jan 31, 2023
Next filing
Mar 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Award $9.52K +8K +2.78% $1.19 295K Feb 28, 2023 By Marshall & Patricia Geller Living Trust F2, F3
holding VRME Common Stock, par value $0.001 82K Feb 28, 2023 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 Feb 28, 2023 Common Stock, par value $0.001 30K $0.00 Direct F4, F5
holding VRME Stock Option (Right to Buy) 3K Feb 28, 2023 Common Stock, par value $0.001 3K $5.30 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10K Feb 28, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F6
holding VRME Stock Option (Right to Buy) 10K Feb 28, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 31.1K Feb 28, 2023 Common Stock, par value $0.001 31.1K $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 7K Feb 28, 2023 Common Stock, par value $0.001 7K $4.60 Direct
holding VRME Warrant (Right to Buy) 31.9K Feb 28, 2023 Common Stock, par value $0.001 31.9K $4.60 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 30,001 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 shares were acquired under the VerifyMe, Inc. 2021 Stock Purchase Plan in a transaction exempt under Rule 16b-3(d).
F3 Includes 38,309 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.
F4 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.
F5 (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.
F6 This option is fully exercisable as of the date of this report.