Nancy L. Meyers - 28 Feb 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role: Senior VP of Finance & IR
Signature: /s/ Margaret Gezerlis, Attorney-in-Fact for Nancy L. Meyers
Issuer symbol: VRME
Transactions as of: 28 Feb 2023
Net transactions value: +$7,000
Form type: 4
Filing time: 02 Mar 2023, 15:36:33 UTC
Previous filing: 25 Feb 2022
Next filing: 24 Jul 2023
SEC: View on sec.gov

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	Award	$7,000	+5,882		$1.19	5,882	28 Feb 2023	Direct	F1
holding	VRME	Common Stock, par value $0.001 per share						48	28 Feb 2023	By spouse

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						28,125	28 Feb 2023	Common Stock, par value $0.001 per share	28,125	$0.000000	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	These shares were acquired under the VerifyMe, Inc. 2021 Stock Purchase Plan in a transaction exempt under Rule 16b-3(d).
F2	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.
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.