Geller Marshall S bought $1,144 worth of shares (1,100 units at $1.04) (SEC Form 4)
$VRME
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [ VRME ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 | 52,000 | D | ||||||||
| Common Stock, par value $0.001 | 12/04/2023 | P | 1,100 | A | $1.04 | 438,344(1) | I | By Marshall & Patricia Geller Living Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0(2) | (2) | (2) | Common Stock, par value $0.001 | 30,000 | 30,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Stock Option (Right to Buy) | $5.295 | (3) | 05/27/2025 | Common Stock, par value $0.001 | 3,000 | 3,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Stock Option (Right to Buy) | $3.505 | (3) | 01/07/2025 | Common Stock, par value $0.001 | 10,000 | 10,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Stock Option (Right to Buy) | $3.505 | (3) | 01/07/2025 | Common Stock, par value $0.001 | 10,000 | 10,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Warrant (Right to Buy) | $4.6 | 06/22/2020 | 06/22/2025 | Common Stock, par value $0.001 | 7,000 | 7,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Warrant (Right to Buy) | $3.215 | 10/14/2022 | 10/14/2027 | Common Stock, par value $0.001 | 31,104 | 31,104 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Warrant (Right to Buy) | $4.6 | 06/22/2020 | 06/22/2025 | Common Stock, par value $0.001 | 31,941 | 31,941 | I | By Marshall & Patricia Geller Living Trust | |||||||
| 8% Convertible Promissory Note due 2026 | $1.15 | 08/25/2023 | 08/25/2026 | Common Stock, par value $0.001 | 152,174 | $175,000 | I | By Marshall & Patricia Geller Living Trust | |||||||
| Explanation of Responses: |
| 1. Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 68,310 vested restricted stock units 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. |
| 2. These restricted stock units, which convert into common stock on a one-for-one basis, vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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 4/7/2025 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 4/7/2024 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 4/7/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. |
| 3. This option is fully exercisable as of the date of this report. |
| /s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller | 12/05/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||