4//SEC Filing
GELLER MARSHALL S 4
Accession 0001062993-23-018056
CIK 0001104038other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 4:29 PM ET
Size
20.2 KB
Accession
0001062993-23-018056
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
GELLER MARSHALL S
Director
Transactions
- Purchase
Common Stock, par value $0.001
2023-09-14$1.18/sh+1,300$1,534→ 428,854 total(indirect: By Trust) - Purchase
Common Stock, par value $0.001
2023-09-13$1.17/sh+508$594→ 427,554 total(indirect: By Trust)
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) - 52,000
Common Stock, par value $0.001
- 7,000(indirect: By Trust)
Warrant (Right to Buy)
Exercise: $4.60From: 2020-06-22Exp: 2025-06-22→ Common Stock, par value $0.001 (7,000 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) - 30,000(indirect: By Trust)
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 (30,000 underlying) - (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) - 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)
Footnotes (5)
- [F1]The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.16 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.
- [F2]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.
- [F3]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.
- [F4](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.
- [F5]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
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 4:29 PM ET
- Size
- 20.2 KB