Scott Greenberg - Mar 18, 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Interim CEO, Director
Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Scott N. Greenberg
Stock symbol
VRME
Transactions as of
Mar 18, 2023
Transactions value $
$0
Form type
4
Date filed
3/21/2023, 04:30 PM
Previous filing
Jan 3, 2023
Next filing
Jun 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VRME Common Stock, par value $0.001 124K Mar 18, 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
transaction VRME Restricted Stock Units Award $0 +56.8K $0.00 56.8K Mar 18, 2023 Common Stock, par value $0.001 56.8K $0.00 Direct F2, F3
holding VRME Restricted Stock Units 30K Mar 18, 2023 Common Stock, par value $0.001 30K $0.00 Direct F4, F5
holding VRME Stock Option (Right to Buy) 10K Mar 18, 2023 Common Stock, par value $0.001 10K $3.51 Direct F6
holding VRME Warrant (Right to Buy) 15.6K Mar 18, 2023 Common Stock, par value $0.001 15.6K $3.22 Direct
holding VRME Warrant (Right to Buy) 6.4K Mar 18, 2023 Common Stock, par value $0.001 6.4K $4.60 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 68,310 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 restricted stock units, which convert into common stock on a one-for-one basis, vest on 3/15/2025 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 $2.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $2.75 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 $2.75 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 $3.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $3.75 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 $3.75 for 20 consecutive trading days.
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.