Goldstein Keith 4

4 · VerifyMe, Inc. · Filed Sep 1, 2022

Form 4

Period: 2022-08-31

Chief Operating Officer

Transactions

Award
Common Stock, par value $0.001 per share
2022-08-31$1.20/sh+4,895$5,874→ 19,895 total

Holdings

Common Stock, par value $0.001 per share
(indirect: By LLC)
5,000
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (51,407 underlying)
51,407
Stock Option (Right to Buy)
(indirect: By LLC)
Exercise: $9.75Exp: 2026-03-01→ Common Stock, par value $0.001 per share (20,000 underlying)
20,000
Stock Option (Right to Buy)
(indirect: By LLC)
Exercise: $2.00Exp: 2026-03-01→ Common Stock, par value $0.001 per share (40,000 underlying)
40,000
Stock Option (Right to Buy
(indirect: By LLC)
Exercise: $10.51Exp: 2026-03-01→ Common Stock, par value $0.001 per share (20,000 underlying)
20,000

Footnotes (6)

[F1]These shares were acquired under the VerifyMe, Inc. 2021 Stock Purchase Plan in a transaction exempt under Rule 16b-3(d).
[F2]These shares were previously reported as being held directly.
[F3]Mr. Goldstein is a Managing Member of POC Advisory Group, LLC.
[F4]These restricted stock units, which convert into common stock on a one-for-one basis, vest on 2/16/2024 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.
[F5](Continued from footnote 4) 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.
[F6]This option is fully exercisable as of the date of this report.

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