4//SEC Filing
GELLER MARSHALL S 4
Accession 0001062993-23-017359
CIK 0001104038other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 4:30 PM ET
Size
23.7 KB
Accession
0001062993-23-017359
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
GELLER MARSHALL S
Director
Transactions
- Gift
Restricted Stock Units
2023-08-29−30,000→ 0 totalExercise: $0.00→ Common Stock, par value $0.001 (30,000 underlying) - Gift
Restricted Stock Units
2023-08-29+30,000→ 30,000 total(indirect: By Trust)Exercise: $0.00→ Common Stock, par value $0.001 (30,000 underlying) - Gift
Warrant (Right to Buy)
2023-08-29−7,000→ 0 totalExercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (7,000 underlying) - Gift
Warrant (Right to Buy)
2023-08-29+7,000→ 7,000 total(indirect: By Trust)Exercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (7,000 underlying)
Holdings
- 10,000(indirect: By Trust)
Stock Option (Right to Buy)
Exercise: $3.50Exp: 2025-01-07→ Common Stock, par value $0.001 (10,000 underlying) - 10,000(indirect: By Trust)
Stock Option (Right to Buy)
Exercise: $3.50Exp: 2025-01-07→ Common Stock, par value $0.001 (10,000 underlying) - 31,104(indirect: By Trust)
Warrant (Right to Buy)
Exercise: $3.21From: 2022-10-14Exp: 2027-10-14→ Common Stock, par value $0.001 (31,104 underlying) - 31,941(indirect: By Trust)
Warrant (Right to Buy)
Exercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (31,941 underlying) - 52,000
Common Stock, par value $0.001
- 423,110(indirect: By Trust)
Common Stock, par value $0.001
- (indirect: By Trust)
8% Convertible Promissory Note due 2026
Exercise: $1.15From: 2023-08-25Exp: 2026-08-25→ Common Stock, par value $0.001 (152,174 underlying) - 3,000(indirect: By Trust)
Stock Option (Right to Buy)
Exercise: $5.29Exp: 2025-05-27→ Common Stock, par value $0.001 (3,000 underlying)
Footnotes (6)
- [F1]Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 68,310 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, 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.
- [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]On August 29, 2023, the Reporting Person transferred 30,000 restricted stock units to a family trust of which the Reporting Person is trustee.
- [F5]On August 29, 2023, the Reporting Person transferred 7,000 warrants to purchase common stock to a family trust of which the Reporting Person is trustee.
- [F6]This option is fully exercisable as of the date of this report.
Issuer
VerifyMe, Inc.
CIK 0001104038
Entity typeother
Related Parties
1- filerCIK 0000925236
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 4:30 PM ET
- Size
- 23.7 KB