Adam Stedham - Sep 6, 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: Sep 6, 2023
Transactions value $: $1,436
Form type: 4
Date filed: 9/8/2023, 04:29 PM
Previous filing: Sep 6, 2023
Next filing: Sep 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRME	Common Stock, par value $0.001 per share	Purchase	$236	+200	+0.17%	$1.18	115K	Sep 6, 2023	Direct	F1
transaction	VRME	Common Stock, par value $0.001 per share	Purchase	$1.2K	+1K	+0.87%	$1.20	116K	Sep 7, 2023	Direct	F1, F2

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	8% Convertible Promissory Note due 2026						$175K	Sep 6, 2023	Common Stock, par value $0.001 per share	152K	$1.15	Direct
holding	VRME	Restricted Stock Units						204K	Sep 6, 2023	Common Stock, par value $0.001 per share	204K	$0.00	Direct	F3
holding	VRME	Restricted Stock Units						550K	Sep 6, 2023	Common Stock, par value $0.001 per share	550K	$0.00	Direct	F4

* 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	The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.185 to $1.20, inclusive. Mr. Stedham undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F3	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.
F4	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.