Fred Volk III - Nov 2, 2024 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Fred Volk III
Stock symbol
VRME
Transactions as of
Nov 2, 2024
Transactions value $
-$4,039
Form type
4
Date filed
11/5/2024, 04:30 PM
Previous filing
Jul 2, 2024

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 +13.3K +31.47% $0.00 55.7K Nov 2, 2024 Direct F1
transaction VRME Common Stock, par value $0.001 per share Tax liability -$4.04K -3.07K -5.52% $1.31 52.6K Nov 2, 2024 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 -13.3K -50% $0.00 13.3K Nov 2, 2024 Common Stock, par value $0.001 per share 13.3K $0.00 Direct F1, F3
holding VRME Restricted Stock Units 6.25K Nov 2, 2024 Common Stock, par value $0.001 per share 6.25K $0.00 Direct F1, F4
holding VRME Restricted Stock Units 75K Nov 2, 2024 Common Stock, par value $0.001 per share 75K $0.00 Direct F1, F5
holding VRME Restricted Stock Units 62.7K Nov 2, 2024 Common Stock, par value $0.001 per share 62.7K $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 Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
F3 Two-thirds of the original grant of these RSUs vested on each of 11/2/2023 and 11/2/2024 and, except as otherwise provided in the award notice, the balance vests on 11/2/2025.
F4 These RSUs vest on 1/1/2025, except as otherwise provided in the award notice.
F5 These RSUs vest in three tranches. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.21 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 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. Tranche 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.
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.