Scott N Greenberg Form 4 VerifyMe / SCOTT N GREENBERG ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENBERG SCOTT N

(Last) (First) (Middle)

C/O VERIFYME, INC.

75 S. CLINTON AVENUE, SUITE 510

(Street)

ROCHESTER NY 14604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [ VRME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	06/22/2020		A		6,403(1)	A	$3.22	11,203	D
Common Stock, par value $0.001 per share	06/22/2020		A		2,000(2)	A	$0	13,203	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Converitble Debenture due 2021	$3.22	06/22/2020		M			$20,000	02/26/2020	08/26/2021	Common Stock, par value $0.001 per share	12,806(1)	$0	0	D
Warrant (Right to Buy)	$4.6	06/22/2020		A		6,403(1)		06/22/2020	06/22/2025	Common Stock, par value $0.001 per share	6,403	$0	6,403	D
Warrant (Right to Buy)	$7.5	06/22/2020		D			5,000(2)	02/26/2020	02/26/2023	Common Stock, par value $0.001 per share	5,000	$0	0	D
Stock Option (Right to Buy)	$3.505							(3)	01/07/2025	Common Stock, par value $0.001 per share	5,000		5,000	D

Explanation of Responses:

1. The convertible debenture due 2021 automatically converted into 6,403 shares of common stock and a warrant to purchase 6,403 shares of common stock in a transaction exempt under Rule 16b-3.

2. Pursuant to transactions exempt under Rule 16b-3, the warrant was cancelled and Mr. Greenberg received 0.4 of a share of common stock for each share formerly underlying the cancelled warrant.

3. This option vested 25% on March 31, 2020 and June 30, 2020 and vests 25% on each of September 30, 2020 and December 31, 2020.

	/s/ Scott N. Greenberg	06/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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