4//SEC Filing
GELLER MARSHALL S 4
Accession 0001062993-24-012068
CIK 0001104038other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 4:38 PM ET
Size
18.4 KB
Accession
0001062993-24-012068
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
GELLER MARSHALL S
Director
Transactions
- Award
Common Stock, par value $0.001
2024-06-05+35,000→ 87,000 total
Holdings
- 30,000(indirect: By Trust)
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 (30,000 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) - 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) - 438,344(indirect: By Trust)
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) - 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) - (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)
Footnotes (5)
- [F1]This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests on 6/5/2025, subject to the reporting person's continuous service as a member of the board of directors.
- [F2]Includes 35,000 shares of restricted stock that vest on 6/5/2025.
- [F3]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.
- [F4]These restricted stock units, which convert into common stock on a one-for-one basis, vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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, Tranche 1 will vest on 4/7/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on 4/7/2024 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, Tranche 2 will vest on 4/7/2025 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
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 4:38 PM ET
- Size
- 18.4 KB