SEC FORM 4

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^*

LAFFER ARTHUR B

(Last)

(First)

(Middle)

C/O VERIFYME, INC.

75 S. CLINTON AVENUE, SUITE 510

(Street)

ROCHESTER

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)
08/31/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	08/31/2022		A⁽¹⁾		8,000	A	$1.2	108,402⁽²⁾	D
Common Stock, par value $0.001								44,225	I	By Jama Land, LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$3.215							10/14/2022	10/14/2027	Common Stock, par value $0.001	31,104		31,104	I	By Jama Land, LLC⁽³⁾
Restricted Stock Units	$0⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	39,308		39,308	D
Restricted Stock Units	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	14,000		14,000	D
Stock Option (Right to Buy)	$4.025							⁽⁶⁾	04/16/2025	Common Stock, par value $0.001	3,000		3,000	D
Stock Option (Right to Buy)	$3.505							⁽⁶⁾	01/07/2025	Common Stock, par value $0.001	10,000		10,000	D
Stock Option (Right to Buy)	$3.505							⁽⁶⁾	01/07/2025	Common Stock, par value $0.001	10,000		10,000	D
Warrant (Right to Buy)	$4.6							06/22/2020	06/22/2025	Common Stock, par value $0.001	10,800		10,800	D
Warrant (Right to Buy)	$4.6							06/22/2020	06/22/2025	Common Stock, par value $0.001	25,600		25,600	D

Explanation of Responses:

1. These shares were acquired under the VerifyMe, Inc. 2021 Stock Purchase Plan in a transaction exempt under Rule 16b-3(d).

2. Includes 36,002 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.

3. Mr. Laffer is a Managing Member of Jama Land, LLC.

4. These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.

5. These restricted stock units, which convert into common stock on a one-for-one basis, vested one-third on 9/17/2021 and, except as otherwise provided in the award notice, vest one-third on each of 9/17/2022 and 9/17/2023, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.

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

	/s/ Margaret Gezerlis, Attorney-in-Fact for Arthur B. Laffer	09/01/2022
	** 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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