VerifyMe (VRME) Form 4 VerifyMe / MARSHALL S GELLER 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^*

GELLER MARSHALL S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

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	06/05/2024		A		35,000(1)	A	$0	87,000(2)	D
Common Stock, par value $0.001								438,344(3)	I	By Marshall & Patricia Geller Living Trust

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(4)							(4)	(4)	Common Stock, par value $0.001	30,000		30,000	I	By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)	$5.295							(5)	05/27/2025	Common Stock, par value $0.001	3,000		3,000	I	By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)	$3.505							(5)	01/07/2025	Common Stock, par value $0.001	10,000		10,000	I	By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)	$3.505							(5)	01/07/2025	Common Stock, par value $0.001	10,000		10,000	I	By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)	$4.6							06/22/2020	06/22/2025	Common Stock, par value $0.001	7,000		7,000	I	By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)	$3.215							10/14/2022	10/14/2027	Common Stock, par value $0.001	31,104		31,104	I	By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)	$4.6							06/22/2020	06/22/2025	Common Stock, par value $0.001	31,941		31,941	I	By Marshall & Patricia Geller Living Trust
8% Convertible Promissory Note due 2026	$1.15							08/25/2023	08/25/2026	Common Stock, par value $0.001	152,174		$175,000	I	By Marshall & Patricia Geller Living Trust

Explanation of Responses:

1. This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests on 6/5/2025, subject to the reporting person's continuous service as a member of the board of directors.

2. Includes 35,000 shares of restricted stock that vest on 6/5/2025.

3. Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 68,310 vested restricted stock units 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.

4. These restricted stock units, which convert into common stock on a one-for-one basis, vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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 4/7/2025 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 4/7/2024 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 4/7/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.

5. This option is fully exercisable as of the date of this report.

	/s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller	06/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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