Statement of Changes in Beneficial Ownership (4)
January 06 2021 - 6:44PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
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CUTAIA RORY J. |
2. Issuer Name and Ticker or Trading Symbol
Verb Technology Company, Inc.
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VERB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
782 S. AUTO MALL DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2021 |
(Street)
AMERICAN FORK, UT 84003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/4/2021 | | A | | 317682 (1) | A | $0.00 | 4842617 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | On January 4, 2021, the board of directors of the Issuer granted a restricted stock award to the Reporting Person equal to 317,682 shares of common stock representing the stock component of the Reporting Person's annual compensation. The restricted stock award is subject to a four-year vesting period, with one quarter vesting on the first, second, third and fourth anniversaries of the date of grant. |
Remarks: As further discussed in the Company's Form 8-K filed on January 6, 2021 (the "January 2021 8-K"), the Compensation Committee (the "Committee") of the Company's Board of Directors retained Compensation Advisory Partners LLC ("CAP") to develop the 2021 compensation program. CAP provided the Committee with advisory services only with respect to executive and Board compensation. CAP reviewed the 2020 compensation paid to our executive officers and Board and compared our compensation with certain companies CAP identified as peer companies. The Committee's recommendation and the Board's approval of the 2021 compensation program was based on various factors, including, among others, recommendations made by CAP. The key elements of our compensation program are summarized in the January 2021 8-K. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CUTAIA RORY J. 782 S. AUTO MALL DRIVE AMERICAN FORK, UT 84003 | X | X | CEO |
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Signatures
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/s/ Rory J. Cutaia | | 1/6/2021 |
**Signature of Reporting Person | Date |
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