Nancy Meyers - Jul 20, 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Nancy L. Meyers
Stock symbol
VRME
Transactions as of
Jul 20, 2023
Transactions value $
$0
Form type
4
Date filed
7/24/2023, 04:33 PM
Previous filing
Mar 2, 2023
Next filing
Jul 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VRME Common Stock, par value $0.001 per share 5.88K Jul 20, 2023 Direct
holding VRME Common Stock, par value $0.001 per share 48 Jul 20, 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
transaction VRME Restricted Stock Units Award $0 +20K $0.00 20K Jul 20, 2023 Common Stock, par value $0.001 per share 20K $0.00 Direct F1
transaction VRME Restricted Stock Units Award $0 +120K $0.00 120K Jul 20, 2023 Common Stock, par value $0.001 per share 120K $0.00 Direct F2, F3
holding VRME Restricted Stock Units 28.1K Jul 20, 2023 Common Stock, par value $0.001 per share 28.1K $0.00 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 12/31/2024.
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 vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 35,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2024 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
F3 (Continued from footnote 2) Tranch 2 will vest 40,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranch 3 will vest 45,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
F4 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.
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.