Adam Stedham - Jun 19, 2024 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role: CEO and President, Director
Signature: /s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
Stock symbol: VRME
Transactions as of: Jun 19, 2024
Transactions value $: -$45,796
Form type: 4
Date filed: 6/21/2024, 04:30 PM
Previous filing: Dec 28, 2023
Next 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	+68K	+40.04%	$0.00	238K	Jun 19, 2024	Direct	F1, F2
transaction	VRME	Common Stock, par value $0.001 per share	Tax liability	-$45.8K	-29.9K	-12.58%	$1.53	208K	Jun 19, 2024	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	$0	-68K	-33.33%	$0.00	136K	Jun 19, 2024	Common Stock, par value $0.001 per share	68K	$0.00	Direct	F1, F4
holding	VRME	Restricted Stock Units						550K	Jun 19, 2024	Common Stock, par value $0.001 per share	550K	$0.00	Direct	F1, F5
holding	VRME	8% Convertible Promissory Note due 2026						$175K	Jun 19, 2024	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 convert into common stock on a one-for-one basis.
F2	Includes 28,592 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.
F3	Shares withheld to cover tax withholding obligations on the vesting of restricted stock units.
F4	These restricted stock units vested one-third on 6/19/2024 and the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice.
F5	These restricted stock units 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 the first anniversary of the grant date 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 the second anniversary of the grant date 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 the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.