VerifyMe (VRME) Form 4 VerifyMe / Curt Harris Kole 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Kole Curt Harris

(Last) (First) (Middle)

C/O VERIFYME, INC.

801 INTERNATIONAL PARKWAY, FIFTH FLOOR

(Street)

LAKE MARY FL 32746

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Precision Logistics

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2023

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	11/02/2023		M		20,000	A	$0(1)	28,000	D
Common Stock, par value $0.001 per share	11/02/2023		F		3,986(2)	D	$1.1	24,014	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
Restricted Stock Units	$0(1)	11/02/2023		M			20,000	(3)	(3)	Common stock, par value $0.001 per share	20,000	$0	40,000	D
Restricted Stock Units	$0(1)							(4)	(4)	Common stock, par value $0.001 per share	120,000		120,000	D
Restricted Stock Units	$0(1)							(5)	(5)	Common Stock, par value $0.001 per share	72,100		72,100	D
8% Convertible Promissory Note due 2026	$1.15							08/25/2023	08/25/2026	Common stock, par value $0.001 per share	21,739		$25,000	D

Explanation of Responses:

1. These restricted stock units convert into common stock on a one-for-one basis.

2. Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units.

3. One-third of the original grant of these restricted stock units vested on 11/2/2023, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 11/2/2024 and 11/2/2025.

4. These restricted stock units vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2024 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. Tranch 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. Tranch 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.

5. These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranch 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, Tranch 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. Tranch 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, Tranch 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.

	/s/ Nancy Meyers, Attorney-in-Fact for Curt Kole	11/03/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.