Curt Kole - Nov 2, 2023 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Curt Kole
Stock symbol
VRME
Transactions as of
Nov 2, 2023
Transactions value $
-$4,385
Form type
4
Date filed
11/3/2023, 04:31 PM
Previous filing
Aug 29, 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 Options Exercise $0 +20K +250% $0.00 28K Nov 2, 2023 Direct F1
transaction VRME Common Stock, par value $0.001 per share Tax liability -$4.38K -3.99K -14.24% $1.10 24K Nov 2, 2023 Direct 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
transaction VRME Restricted Stock Units Options Exercise $0 -20K -33.33% $0.00 40K Nov 2, 2023 Common stock, par value $0.001 per share 20K $0.00 Direct F1, F3
holding VRME Restricted Stock Units 120K Nov 2, 2023 Common stock, par value $0.001 per share 120K $0.00 Direct F1, F4
holding VRME Restricted Stock Units 72.1K Nov 2, 2023 Common Stock, par value $0.001 per share 72.1K $0.00 Direct F1, F5
holding VRME 8% Convertible Promissory Note due 2026 $25K Nov 2, 2023 Common stock, par value $0.001 per share 21.7K $1.15 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These restricted stock units convert into common stock on a one-for-one basis.
F2 Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units.
F3 One-third of the original grant of these restricted stock units vested on 11/2/2023, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 11/2/2024 and 11/2/2025.
F4 These restricted stock units vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 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. Tranch 2 will vest 25,000 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 30,000 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.
F5 These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on 4/22/2024 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 4/22/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranch 2 will vest on 4/22/2024 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 4/22/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.