Adam Stedham - Aug 25, 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role: Chief Executive Officer, Director
Signature: /s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
Stock symbol: VRME
Transactions as of: Aug 25, 2023
Transactions value $: $175,000
Form type: 4
Date filed: 8/29/2023, 04:30 PM
Previous filing: Jun 29, 2023
Next filing: Sep 1, 2023

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						107K	Aug 25, 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	8% Convertible Promissory Note due 2026	Award	$175K				$175K	Aug 25, 2023	Common Stock, par value $0.001 per share	152K	$1.15	Direct
holding	VRME	Restricted Stock Units						204K	Aug 25, 2023	Common Stock, par value $0.001 per share	204K	$0.00	Direct	F2
holding	VRME	Restricted Stock Units						550K	Aug 25, 2023	Common Stock, par value $0.001 per share	550K	$0.00	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Includes 28,592 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 in three equal annual installments on each of 6/19/2024, 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice.
F3	These restricted stock units, which convert into common stock on a one-for-one basis, vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after the first anniversary of the grant date if the price of the Issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after the second anniversary of the grant date if the Issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.