Curt Harris Kole - 25 Aug 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Curt Kole
Issuer symbol
VRME
Transactions as of
25 Aug 2023
Net transactions value
+$25,000
Form type
4
Filing time
29 Aug 2023, 16:32:56 UTC
Previous filing
24 Jul 2023
Next filing
03 Nov 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 8,000 25 Aug 2023 Direct

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 $25,000 $25,000 25 Aug 2023 Common stock, par value $0.001 per share 21,739 $1.15 Direct
holding VRME Restricted Stock Units 120,000 25 Aug 2023 Common stock, par value $0.001 per share 120,000 $0.000000 Direct F1, F2
holding VRME Restricted Stock Units 60,000 25 Aug 2023 Common stock, par value $0.001 per share 60,000 $0.000000 Direct F3
holding VRME Restricted Stock Units 72,100 25 Aug 2023 Common Stock, par value $0.001 per share 72,100 $0.000000 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, 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.
F2 (Continued from footnote 1) 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.
F3 These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of 11/2/2023, 11/2/2024 and 11/2/2025, except as otherwise provided in the award notice.
F4 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/22/2024 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.