Scott Greenberg - Jun 7, 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
Jun 7, 2023
Transactions value $
$0
Form type
4
Date filed
6/8/2023, 04:39 PM
Previous filing
Mar 21, 2023
Next filing
Jun 13, 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 $0 +86.8K +69.97% $0.00 211K Jun 7, 2023 Direct F1, F2, F3

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 56.8K Jun 7, 2023 Common Stock, par value $0.001 56.8K $0.00 Direct F4, F5
holding VRME Restricted Stock Units 30K Jun 7, 2023 Common Stock, par value $0.001 30K $0.00 Direct F6, F7
holding VRME Stock Option (Right to Buy) 10K Jun 7, 2023 Common Stock, par value $0.001 10K $3.51 Direct F8
holding VRME Warrant (Right to Buy) 15.6K Jun 7, 2023 Common Stock, par value $0.001 15.6K $3.22 Direct
holding VRME Warrant (Right to Buy) 6.4K Jun 7, 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 This restricted stock award was 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, vests on 6/7/2024, subject to the Reporting Person's continuous service as a member of the board of directors.
F2 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.
F3 Includes 86,806 shares of restricted stock.
F4 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.
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 $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.
F6 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.
F7 (Continued from footnote 6) 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.
F8 This option is fully exercisable as of the date of this report.