GELLER MARSHALL S 4

Accession 0001062993-23-017789

CIK 0001104038other

Filed

Sep 6, 8:00 PM ET

Accepted

Sep 7, 4:30 PM ET

Size

19.7 KB

Accession

0001062993-23-017789

Form 4

Period: 2023-09-05

Director

Transactions

Purchase
Common Stock, par value $0.001
2023-09-06$1.14/sh+522$595→ 424,546 total(indirect: By Trust)
Purchase
Common Stock, par value $0.001
2023-09-05$1.14/sh+914$1,042→ 424,024 total(indirect: By Trust)

Holdings

Restricted Stock Units
(indirect: By Trust)
Exercise: $0.00→ Common Stock, par value $0.001 (30,000 underlying)
30,000
Common Stock, par value $0.001
52,000
Warrant (Right to Buy)
(indirect: By Trust)
Exercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (7,000 underlying)
7,000
8% Convertible Promissory Note due 2026
(indirect: By Trust)
Exercise: $1.15From: 2023-08-25Exp: 2026-08-25→ Common Stock, par value $0.001 (152,174 underlying)
Warrant (Right to Buy)
(indirect: By Trust)
Exercise: $3.21From: 2022-10-14Exp: 2027-10-14→ Common Stock, par value $0.001 (31,104 underlying)
31,104
Stock Option (Right to Buy)
(indirect: By Trust)
Exercise: $5.29Exp: 2025-05-27→ Common Stock, par value $0.001 (3,000 underlying)
3,000
Stock Option (Right to Buy)
(indirect: By Trust)
Exercise: $3.50Exp: 2025-01-07→ Common Stock, par value $0.001 (10,000 underlying)
10,000
Stock Option (Right to Buy)
(indirect: By Trust)
Exercise: $3.50Exp: 2025-01-07→ Common Stock, par value $0.001 (10,000 underlying)
10,000
Warrant (Right to Buy)
(indirect: By Trust)
Exercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (31,941 underlying)
31,941

Footnotes (4)

[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]This option is fully exercisable as of the date of this report.

Documents

1 file

VerifyMe, Inc.

CIK 0001104038

Entity typeother