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*
Blickman Laurence J

(Last) (First) (Middle)
CLINTON SQUARE, 75 S. CLINTON AVE.
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/12/2018
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 04/10/2018 A 93,863 A (1) 7,806,009 I By Laurence J. Blickman '91 Trust
Common Stock 04/10/2018 A 36,653 A (1) 650,956 I By Blickman 2005 Family Trust
Common Stock(2) 04/10/2018 X 52,355 A $0.1 7,858,477 I By Laurence J. Blickman '91 Trust
Common Stock(2) 04/10/2018 X 9,354 A $0.1 7,867,831 I By Laurence J. Blickman '91 Trust
Common Stock(2) 04/10/2018 X 23,545 A $0.1 674,426 I By Blickman 2005 Family Trust
Common Stock 1,156,529 I By Laurence J. Blickman SEP IRA
Common Stock 5,158,381 I By Laurence J. Blickman Defined Benefit Plan
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
Warrants $0.15 04/10/2018 A 52,355 06/30/2017 06/30/2022 Common Stock 52,355 $0 52,355 I By Laurence J. Blickman '91 Trust
Warrants $0.15 04/10/2018 A 9,354 10/09/2014 10/09/2019 Common Stock 9,354 $0 9,354 I By Laurence J. Blickman '91 Trust
Warrants $0.15 04/10/2018 A 23,545 06/30/2017 06/30/2022 Common Stock 23,545 $0 23,545 I By Blickman 2005 Family Trust
Warrants(2) $0.1(3) 04/10/2018 X 52,355 06/30/2017 06/30/2022 Common Stock 52,355 $0 0 I By Laurence J. Blickman '91 Trust
Warrants(2) $0.1(3) 04/10/2018 X 9,354 10/09/2014 10/09/2019 Common Stock 9,354 $0 0 I By Laurence J. Blickman '91 Trust
Warrants(2) $0.1(3) 04/10/2018 X 23,545 06/30/2017 06/30/2022 Common Stock 23,545 $0 0 I By Blickman 2005 Family Trust
Explanation of Responses:
1. The Reporting Person acquired the shares and warrants from the distribution of shares from a fund operated by a third party.
2. The exercise of the warrants was exempt under Rule 16b-6.
3. The Reporting Person exercised the warrants at a reduced exercise price of $0.10 per share in accordance with the issuer's warrant reduction program as disclosed in the issuer's Form 8-K's filed on February 25, 2018 and March 22, 2018.
Remarks:
The original Form 4 filed on April 12, 2018, is amended by this Form 4 to modify the amount of shares of common stock acquired by Laurence J. Blickman '91 Trust and Blickman 2005 Family Trust due to a calculation error made on behalf of the manager of the fund. No other changes have been made to the original Form 4.
/s/ Laurence Blickman 10/03/2018
** 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.
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