4//SEC Filing
Stedham Adam H 4
Accession 0001062993-25-000182
CIK 0001104038other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 4:32 PM ET
Size
16.2 KB
Accession
0001062993-25-000182
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
Stedham Adam H
DirectorCEO and President
Transactions
- Exercise/Conversion
Restricted Stock Units
2025-01-01$1.60/sh−9,375$15,000→ 0 totalExercise: $0.00→ Common Stock, par value $0.001 per share (9,375 underlying) - Tax Payment
Common Stock, par value $0.001 per share
2025-01-01$1.36/sh−4,031$5,482→ 272,348 total - Award
Restricted Stock Units
2025-01-01$1.60/sh+18,750$30,000→ 18,750 totalExercise: $0.00→ Common Stock, par value $0.001 per share (18,750 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2025-01-01$1.60/sh+9,375$15,000→ 276,379 total
Holdings
- 136,055
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (136,055 underlying) 8% Convertible Promissory Note due 2026
Exercise: $1.15From: 2023-08-25Exp: 2026-08-25→ Common Stock, par value $0.001 per share (152,174 underlying)- 550,000
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (550,000 underlying)
Footnotes (6)
- [F1]These restricted stock units, which convert into common stock on a one-for-one basis (the "RSUs"), were granted pursuant to the issuer's salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60, and vested on 1/1/2025.
- [F2]Includes 28,592 vested RSUs 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]Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
- [F4]These RSUs were granted pursuant to the issuer's salary reduction program in a transaction exempt under Rule 16b-3, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60. These RSUs will vest on 1/1/2026.
- [F5]One-third of the original grant of these RSUs vested on 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026.
- [F6]These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after 6/19/2024 if the price of the issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after 6/19/2025 if the issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.
Issuer
VerifyMe, Inc.
CIK 0001104038
Entity typeother
Related Parties
1- filerCIK 0001723447
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 4:32 PM ET
- Size
- 16.2 KB