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
Next filing
Nov 14, 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.