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)
11/14/2023
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 52,000 D
Common Stock, par value $0.001 11/14/2023 P 4,000 A $1.08 433,444(1) 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(2) (2) (2) Common Stock, par value $0.001 30,000 30,000 I By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy) $5.295 (3) 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 (3) 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 (3) 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. 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.
2. 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.
3. This option is fully exercisable as of the date of this report.
/s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller 11/16/2023
** 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.
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