Marshall S. Geller - Aug 25, 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Director
Signature
/s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller
Stock symbol
VRME
Transactions as of
Aug 25, 2023
Transactions value $
$175,000
Form type
4
Date filed
8/29/2023, 04:31 PM
Previous filing
Jun 21, 2023
Next filing
Aug 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VRME Common Stock, par value $0.001 52K Aug 25, 2023 Direct
holding VRME Common Stock, par value $0.001 423K Aug 25, 2023 By Marshall & Patricia Geller Living Trust 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 152K $1.15 By Marshall & Patricia Geller Living Trust
holding VRME Restricted Stock Units 30K Aug 25, 2023 Common Stock, par value $0.001 30K $0.00 Direct F2, F3
holding VRME Stock Option (Right to Buy) 3K Aug 25, 2023 Common Stock, par value $0.001 3K $5.30 By Marshall & Patricia Geller Living Trust F4
holding VRME Stock Option (Right to Buy) 10K Aug 25, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F4
holding VRME Stock Option (Right to Buy) 10K Aug 25, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F4
holding VRME Warrant (Right to Buy) 31.1K Aug 25, 2023 Common Stock, par value $0.001 31.1K $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 7K Aug 25, 2023 Common Stock, par value $0.001 7K $4.60 Direct
holding VRME Warrant (Right to Buy) 31.9K Aug 25, 2023 Common Stock, par value $0.001 31.9K $4.60 By Marshall & Patricia Geller Living Trust
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 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 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.
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.
F4 This option is fully exercisable as of the date of this report.