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

Role: CEO and President, Director
Signature: /s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
Stock symbol: VRME
Transactions as of: Jul 1, 2024
Transactions value $: $15,000
Form type: 4
Date filed: 7/3/2024, 04:31 PM
Previous filing: Jun 21, 2024

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						208K	Jul 1, 2024	Direct	F1

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	$15K	+9.38K		$1.60	9.38K	Jul 1, 2024	Common Stock, par value $0.001 per share	9.38K	$0.00	Direct	F2, F3, F4
holding	VRME	Restricted Stock Units						136K	Jul 1, 2024	Common Stock, par value $0.001 per share	136K	$0.00	Direct	F2, F5
holding	VRME	Restricted Stock Units						550K	Jul 1, 2024	Common Stock, par value $0.001 per share	550K	$0.00	Direct	F2, F6
holding	VRME	8% Convertible Promissory Note due 2026						$175K	Jul 1, 2024	Common Stock, par value $0.001 per share	152K	$1.15	Direct

* 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 ("RSUs") 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	These RSUs convert into common stock on a one-for-one basis.
F3	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.
F4	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.
F5	One-third of the original grant of these RSUs vested on 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026.
F6	These RSUs 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 6/19/2024 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 6/19/2025 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 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.