Jack Wang - Jul 1, 2024 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Jack Wang
Stock symbol
VRME
Transactions as of
Jul 1, 2024
Transactions value $
$9,450
Form type
4
Date filed
7/2/2024, 04:32 PM
Previous filing
Nov 3, 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 25.8K Jul 1, 2024 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 Restricted Stock Units Award $9.45K +5.91K $1.60 5.91K Jul 1, 2024 Common Stock, par value $0.001 per share 5.91K $0.00 Direct F1, F2, F3
holding VRME Restricted Stock Units 26.7K Jul 1, 2024 Common Stock, par value $0.001 per share 26.7K $0.00 Direct F1, F4
holding VRME Restricted Stock Units 75K Jul 1, 2024 Common Stock, par value $0.001 per share 75K $0.00 Direct F1, F5
holding VRME Restricted Stock Units 59.2K Jul 1, 2024 Common Stock, par value $0.001 per share 59.2K $0.00 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
F2 These RSUs were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and vest on 1/1/2025, except as otherwise provided in the award notice.
F3 This grant of RSUs was made pursuant to the issuer's salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60.
F4 One-third of the original grant of these RSUs 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.
F5 These RSUs 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 issuer'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. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer'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. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer'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.
F6 These RSUs vest in two equal tranches, except as otherwise provided in the award notice. Tranche 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, Tranche 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. Tranche 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, Tranche 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.