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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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BERG CARL E |
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2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2018 |
3. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [VRME]
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10050 BANDLEY DR. |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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CUPERTINO, CA 95014 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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| Common Stock | 5,720,000 (1) |
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| By Berg & Berg Enterprises, LLC |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Warrants | 08/31/2017 | 08/31/2022 | Common Stock | 1,430,000 (1) |
$0.15 | I | By Berg & Berg Enterprises, LLC |
| Warrants | 10/05/2017 | 10/05/2022 | Common Stock | 1,430,000 (1) |
$0.15 | I | By Berg & Berg Enterprises, LLC |
| Warrants | 01/16/2018 | 01/16/2023 | Common Stock | 2,860,000 (1) |
$0.15 | I | By Berg & Berg Enterprises, LLC |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BERG CARL E
10050 BANDLEY DR.
CUPERTINO, CA 95014 |
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X
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Signatures
| /s/ Carl E. Berg | | 02/16/2018 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | The securities are held by Berg & Berg Enterprises, LLC, ("BB") and are beneficially owned by Carl E. Berg, who is the managing member and primary owner of BB. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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