Scott Greenberg - Jun 5, 2024 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Scott Greenberg
Stock symbol
VRME
Transactions as of
Jun 5, 2024
Transactions value $
$0
Form type
4
Date filed
6/6/2024, 04:38 PM
Previous filing
Nov 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 Award $0 +35K +16.31% $0.00 250K Jun 5, 2024 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 Restricted Stock Units 56.8K Jun 5, 2024 Common Stock, par value $0.001 56.8K $0.00 Direct F3, F4
holding VRME Restricted Stock Units 30K Jun 5, 2024 Common Stock, par value $0.001 30K $0.00 Direct F3, F5
holding VRME Stock Option (Right to Buy) 10K Jun 5, 2024 Common Stock, par value $0.001 10K $3.51 Direct F6
holding VRME Warrant (Right to Buy) 15.6K Jun 5, 2024 Common Stock, par value $0.001 15.6K $3.22 Direct
holding VRME Warrant (Right to Buy) 6.4K Jun 5, 2024 Common Stock, par value $0.001 6.4K $4.60 Direct
holding VRME 8% Convertible Promissory Note due 2026 $50K Jun 5, 2024 Common Stock, par value $0.001 43.5K $1.15 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests on 6/5/2025, subject to the reporting person's continuous service as a member of the board of directors.
F2 Includes (i) 35,000 shares of restricted stock that vest on 6/5/2025, (ii) 86,806 shares of restricted stock that vest on 6/7/2024 and (iii) 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 convert into common stock on a one-for-one basis.
F4 These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $2.75 for 20 consecutive trading days, Tranche 1 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. Tranche 2 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $3.75 for 20 consecutive trading days, Tranche 2 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days.
F5 These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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, Tranche 1 will vest on 4/7/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on 4/7/2024 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, Tranche 2 will vest on 4/7/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
F6 This option is fully exercisable as of the date of this report.