0001062993-23-008207.txt : 20230331 0001062993-23-008207.hdr.sgml : 20230331 20230331163126 ACCESSION NUMBER: 0001062993-23-008207 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230329 FILED AS OF DATE: 20230331 DATE AS OF CHANGE: 20230331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GELLER MARSHALL S CENTRAL INDEX KEY: 0000925236 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 23788336 MAIL ADDRESS: STREET 1: 10866 WILSHIRE BLVD. STREET 2: SUITE 1450 CITY: LOS ANGELES STATE: CA ZIP: 90024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 585-736-9400 MAIL ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0407 4 2023-03-29 0001104038 VerifyMe, Inc. VRME 0000925236 GELLER MARSHALL S C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 0 0 0 0 Common Stock, par value $0.001 82001 D Common Stock, par value $0.001 2023-03-29 4 P 0 1000 1.6 A 296303 I By Marshall & Patricia Geller Living Trust Common Stock, par value $0.001 2023-03-30 4 P 0 1000 1.61 A 297303 I By Marshall & Patricia Geller Living Trust Restricted Stock Units 0 Common Stock, par value $0.001 30000 30000 D Stock Option (Right to Buy) 5.295 2025-05-27 Common Stock, par value $0.001 3000 3000 I By Marshall & Patricia Geller Living Trust Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 10000 10000 I By Marshall & Patricia Geller Living Trust Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 10000 10000 I By Marshall & Patricia Geller Living Trust Warrant (Right to Buy) 3.215 2022-10-14 2027-10-14 Common Stock, par value $0.001 31104 31104 I By Marshall & Patricia Geller Living Trust Warrant (Right to Buy) 4.6 2020-06-22 2025-06-22 Common Stock, par value $0.001 7000 7000 D Warrant (Right to Buy) 4.6 2020-06-22 2025-06-22 Common Stock, par value $0.001 31941 31941 I By Marshall & Patricia Geller Living Trust Includes 30,001 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. Includes 38,309 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. These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/2024 in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on the second anniversary of the date of grant 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 the third anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. (Continued from footnote 3) Tranch 2 will vest on the second anniversary of the date of grant 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 the third anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. This option is fully exercisable as of the date of this report. /s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller 2023-03-31