Marshall S. Geller - Sep 13, 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
Sep 13, 2023
Transactions value $
$2,128
Form type
4
Date filed
9/15/2023, 04:29 PM
Previous filing
Sep 11, 2023
Next filing
Sep 26, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Purchase $594 +508 +0.12% $1.17 428K Sep 13, 2023 By Marshall & Patricia Geller Living Trust F1, F2
transaction VRME Common Stock, par value $0.001 Purchase $1.53K +1.3K +0.3% $1.18 429K Sep 14, 2023 By Marshall & Patricia Geller Living Trust F2
holding VRME Common Stock, par value $0.001 52K Sep 13, 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
holding VRME Restricted Stock Units 30K Sep 13, 2023 Common Stock, par value $0.001 30K $0.00 By Marshall & Patricia Geller Living Trust F3, F4
holding VRME Warrant (Right to Buy) 7K Sep 13, 2023 Common Stock, par value $0.001 7K $4.60 By Marshall & Patricia Geller Living Trust
holding VRME 8% Convertible Promissory Note due 2026 $175K Sep 13, 2023 Common Stock, par value $0.001 152K $1.15 By Marshall & Patricia Geller Living Trust
holding VRME Stock Option (Right to Buy) 3K Sep 13, 2023 Common Stock, par value $0.001 3K $5.30 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10K Sep 13, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10K Sep 13, 2023 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F5
holding VRME Warrant (Right to Buy) 31.1K Sep 13, 2023 Common Stock, par value $0.001 31.1K $3.22 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 31.9K Sep 13, 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 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.16 to $1.17. Mr. Geller 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.
F2 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.
F3 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.
F4 (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.
F5 This option is fully exercisable as of the date of this report.