4//SEC Filing
Volk Fred III 4
Accession 0001062993-25-000186
CIK 0001104038other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 4:34 PM ET
Size
17.0 KB
Accession
0001062993-25-000186
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
Volk Fred III
VP-Ops, PeriShip Global LLC
Transactions
- Exercise/Conversion
Common Stock, par value $0.001 per share
2025-01-01$1.60/sh+6,250$10,000→ 58,880 total - Exercise/Conversion
Restricted Stock Units
2025-01-01$1.60/sh−6,250$10,000→ 0 totalExercise: $0.00→ Common Stock, par value $0.001 per share (6,250 underlying) - Award
Restricted Stock Units
2025-01-01$1.60/sh+12,500$20,000→ 12,500 totalExercise: $0.00→ Common Stock, par value $0.001 per share (12,500 underlying) - Tax Payment
Common Stock, par value $0.001 per share
2025-01-01$1.36/sh−2,100$2,856→ 56,780 total
Holdings
- 75,000
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (75,000 underlying) - 13,334
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (13,334 underlying) - 62,696
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (62,696 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]Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
- [F3]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.
- [F4]Two-thirds of the original grant of these RSUs vested on each of 11/2/2023 and 11/2/2024 and, except as otherwise provided in the award notice, the balance vests on 11/2/2025.
- [F5]These RSUs vest in three tranches. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
- [F6]These RSUs vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/22/2024 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 4/22/2025 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 4/22/2024 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 4/22/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
Issuer
VerifyMe, Inc.
CIK 0001104038
Entity typeother
Related Parties
1- filerCIK 0001926084
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 4:34 PM ET
- Size
- 17.0 KB