Marshall S. Geller - Apr 7, 2022 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role
Director
Signature
/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller
Stock symbol
VRME
Transactions as of
Apr 7, 2022
Transactions value $
$0
Form type
4
Date filed
4/11/2022, 04:34 PM
Previous filing
Mar 2, 2022
Next filing
Apr 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VRME Common Stock, par value $0.001 81K Apr 7, 2022 Direct F1
holding VRME Common Stock, par value $0.001 150K Apr 7, 2022 By Marshall & Patricia Geller Living Trust

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 $0 +30K $0.00 30K Apr 7, 2022 Common Stock, par value $0.001 30K $0.00 Direct F2, F3
holding VRME Restricted Stock Units 39.3K Apr 7, 2022 Common Stock, par value $0.001 39.3K $0.00 Direct F4
holding VRME Stock Option (Right to Buy) 3K Apr 7, 2022 Common Stock, par value $0.001 3K $5.30 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10K Apr 7, 2022 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F5
holding VRME Stock Option (Right to Buy) 10K Apr 7, 2022 Common Stock, par value $0.001 10K $3.51 By Marshall & Patricia Geller Living Trust F5
holding VRME Warrant (Right to Buy) 7K Apr 7, 2022 Common Stock, par value $0.001 7K $4.60 Direct
holding VRME Warrant (Right to Buy) 31.9K Apr 7, 2022 Common Stock, par value $0.001 31.9K $4.60 By Marshall & Patricia Geller Living Trust
holding VRME Warrant (Right to Buy) 14.3K Apr 7, 2022 Common Stock, par value $0.001 14.3K $7.50 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 22.9K Apr 7, 2022 Common Stock, par value $0.001 22.9K $7.50 By Marshall & Patricia Geller Living Trust F6
holding VRME Warrant (Right to Buy) 12.3K Apr 7, 2022 Common Stock, par value $0.001 12.3K $7.50 By Marshall & Patricia Geller Living Trust F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 29,002 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.
F2 These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 4/7/2024 in two equal tranches. Tranch 1 will vest on the second anniversary of the date of grant 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, Tranch 1 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days.
F3 (Continued from footnote 2) Tranch 2 will vest on the second anniversary of the date of grant 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, Tranch 2 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
F4 These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.
F5 This option is fully exercisable as of the date of this report.
F6 This warrant is fully exercisable as of the date of this report.