Statement of Changes in Beneficial Ownership (4)
December 16 2022 - 4:35PM
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).
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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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GELLER MARSHALL S |
2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc.
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VRME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VERIFYME, INC., 75 S. CLINTON AVENUE, SUITE 510 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2022 |
(Street)
ROCHESTER, NY 14604
(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, par value $0.001 | | | | | | | | 81002 (1) | D | |
Common Stock, par value $0.001 | 12/14/2022 | | P | | 63 | A | $1.12 | 243771 | I | By Marshall & Patricia Geller Living Trust |
Common Stock, par value $0.001 | 12/15/2022 | | P | | 300 | A | $1.16 (2) | 244071 | I | By Marshall & Patricia Geller Living Trust |
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 |
Warrant (Right to Buy) | $3.215 | | | | | | | 10/14/2022 | 10/14/2027 | Common Stock, par value $0.001 | 31104 | | 31104 | I | By Marshall & Patricia Geller Living Trust |
Restricted Stock Units | $0 (3)(4) | | | | | | | (3)(4) | (3)(4) | Common Stock, par value $0.001 | 30000 | | 30000 | D | |
Restricted Stock Units | $0 (5) | | | | | | | (5) | (5) | Common Stock, par value $0.001 | 39308 | | 39308 | D | |
Stock Option (Right to Buy) | $5.295 | | | | | | | (6) | 5/27/2025 | Common Stock, par value $0.001 | 3000 | | 3000 | I | By Marshall & Patricia Geller Living Trust |
Stock Option (Right to Buy) | $3.505 | | | | | | | (6) | 1/7/2025 | Common Stock, par value $0.001 | 10000 | | 10000 | I | By Marshall & Patricia Geller Living Trust |
Stock Option (Right to Buy) | $3.505 | | | | | | | (6) | 1/7/2025 | Common Stock, par value $0.001 | 10000 | | 10000 | I | By Marshall & Patricia Geller Living Trust |
Warrant (Right to Buy) | $4.6 | | | | | | | 6/22/2020 | 6/22/2025 | Common Stock, par value $0.001 | 7000 | | 7000 | D | |
Warrant (Right to Buy) | $4.6 | | | | | | | 6/22/2020 | 6/22/2025 | Common Stock, par value $0.001 | 31941 | | 31941 | I | By Marshall & Patricia Geller Living Trust |
Warrant (Right to Buy) | $7.5 | | | | | | | (7) | 1/3/2023 | Common Stock, par value $0.001 | 14300 | | 14300 | I | By Marshall & Patricia Geller Living Trust |
Explanation of Responses: |
(1) | 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. |
(2) | The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.11 to $1.17. Mr. Geller undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(3) | These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/2024 in two equal tranches, except as otherwise provided in the award notice. 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. |
(4) | (Continued from footnote 3) 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. |
(5) | 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. |
(6) | This option is fully exercisable as of the date of this report. |
(7) | This warrant is fully exercisable as of the date of this report. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GELLER MARSHALL S C/O VERIFYME, INC. 75 S. CLINTON AVENUE, SUITE 510 ROCHESTER, NY 14604 | X |
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Signatures
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/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller | | 12/16/2022 |
**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 control number. |
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