Nancy Meyers - Dec 31, 2024 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Chief Financial Officer
Signature
/s/ Nancy Meyers
Stock symbol
VRME
Transactions as of
Dec 31, 2024
Transactions value $
$6,254
Form type
4
Date filed
1/3/2025, 04:31 PM
Previous filing
Jul 3, 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 +20K +340.02% $0.00 25.9K Dec 31, 2024 Direct F1
transaction VRME Common Stock, par value $0.001 per share Tax liability -$9.17K -6.74K -26.05% $1.36 19.1K Dec 31, 2024 Direct F2
transaction VRME Common Stock, par value $0.001 per share Options Exercise $9K +5.63K +29.39% $1.60 24.8K Jan 1, 2025 Direct F3
transaction VRME Common Stock, par value $0.001 per share Tax liability -$2.58K -1.9K -7.66% $1.36 22.9K Jan 1, 2025 Direct F2
holding VRME Common Stock, par value $0.001 per share 48 Dec 31, 2024 By spouse

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 -20K -100% $0.00 0 Dec 31, 2024 Common Stock, par value $0.001 per share 20K $0.00 Direct F1
transaction VRME Restricted Stock Units Options Exercise -$9K -5.63K -100% $1.60 0 Jan 1, 2025 Common Stock, par value $0.001 per share 5.63K $0.00 Direct F3
transaction VRME Restricted Stock Units Award $18K +11.3K $1.60 11.3K Jan 1, 2025 Common Stock, par value $0.001 per share 11.3K $0.00 Direct F4
holding VRME Restricted Stock Units 120K Dec 31, 2024 Common Stock, par value $0.001 per share 120K $0.00 Direct F5
holding VRME Restricted Stock Units 28.1K Dec 31, 2024 Common Stock, par value $0.001 per share 28.1K $0.00 Direct 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, which convert into common stock on a one-for-one basis (the "RSUs"), vested on 12/31/2024.
F2 Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
F3 These RSUs were granted 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, and vested on 1/1/2025.
F4 These RSUs were granted pursuant to the issuer's salary reduction program in a transaction exempt under Rule 16b-3, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60. These RSUs will vest on 1/1/2026.
F5 These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 35,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2024 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 40,000 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 45,000 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 three two tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 2/16/2024 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 2/16/2025 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 2/16/2024 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 2/16/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.