Adam Stedham - Jan 1, 2025 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
Stock symbol
VRME
Transactions as of
Jan 1, 2025
Transactions value $
$24,518
Form type
4
Date filed
1/3/2025, 04:32 PM
Previous filing
Dec 30, 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 $15K +9.38K +3.51% $1.60 276K Jan 1, 2025 Direct F1, F2
transaction VRME Common Stock, par value $0.001 per share Tax liability -$5.48K -4.03K -1.46% $1.36 272K Jan 1, 2025 Direct F2, F3

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 -$15K -9.38K -100% $1.60 0 Jan 1, 2025 Common Stock, par value $0.001 per share 9.38K $0.00 Direct F1
transaction VRME Restricted Stock Units Award $30K +18.8K $1.60 18.8K Jan 1, 2025 Common Stock, par value $0.001 per share 18.8K $0.00 Direct F4
holding VRME Restricted Stock Units 136K Jan 1, 2025 Common Stock, par value $0.001 per share 136K $0.00 Direct F5
holding VRME Restricted Stock Units 550K Jan 1, 2025 Common Stock, par value $0.001 per share 550K $0.00 Direct F6
holding VRME 8% Convertible Promissory Note due 2026 $175K Jan 1, 2025 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 These restricted stock units, which convert into common stock on a one-for-one basis (the "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.
F2 Includes 28,592 vested 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.
F3 Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
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 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.