4//SEC Filing
Stedham Adam H 4
Accession 0001062993-25-005039
CIK 0001104038other
Filed
Mar 9, 8:00 PM ET
Accepted
Mar 10, 4:29 PM ET
Size
13.7 KB
Accession
0001062993-25-005039
Insider Transaction Report
Form 4
VerifyMe, Inc.VRME
Stedham Adam H
DirectorCEO and President
Transactions
- Purchase
Common Stock, par value $0.001 per share
2025-03-07$0.71/sh+45,000$32,130→ 317,348 total - Purchase
Common Stock, par value $0.001 per share
2025-03-10$0.68/sh+50,000$34,200→ 367,348 total
Holdings
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)- 136,055
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (136,055 underlying) - 550,000
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (550,000 underlying) - 18,750
Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $0.001 per share (18,750 underlying)
Footnotes (6)
- [F1]The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.71 to $0.72. Mr. Stedham 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 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]The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.67 to $0.69, inclusive. Mr. Stedham 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.
- [F4]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 and will vest on 1/1/2026, except as otherwise provided in the award notice.
- [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
- Mar 9, 8:00 PM ET
- Accepted
- Mar 10, 4:29 PM ET
- Size
- 13.7 KB