VERB Verb Technology Company Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * CLAYBORNE JEFF	2. Issuer Name and Ticker or Trading Symbol Verb Technology Company, Inc. [ VERB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CFO
(Last)          (First)          (Middle) 2210 NEWPORT BLVD, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2019
(Street) NEWPORT BEACH, CA 92663 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/23/2019		A		25000 (1)	A	$0 (1)	162833	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:

(1)

In connection with Verb Technology Company, Inc.'s (the "Company") up-listing to The Nasdaq Capital Market, its underwritten public offering, and its acquisition of Verb Direct, LLC, Mr. Clayborne, as the Company's Chief Financial Officer, earned a restricted stock award ("RSA") award of 100,000 shares of common stock (equal to $113,370). The number of restricted shares of common stock under the RSA is also based on the volume weighted average price of the common stock for the 30-trading day period prior to December 23, 2019, or $1.1337. The RSA shares are subject to a three-year vesting period, with one-fourth of the award vesting on the grant date (25,000 shares, as reported on this Form 4) and on each of the first, second, and third anniversaries thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CLAYBORNE JEFF 2210 NEWPORT BLVD, SUITE 200 NEWPORT BEACH, CA 92663			CFO

Signatures
/s/ Jeff Clayborne		12/27/2019
**Signature of Reporting Person		Date