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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/25/24 |
Issuer: |
| Issuer CIK: 1104038 |
| Issuer Name: VerifyMe, Inc. |
| Issuer Trading Symbol: VRME |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1090307 |
| | Owner Name: LAFFER ARTHUR B |
| Reporting Owner Address: |
| | Owner Street 1: C/O VERIFYME, INC. |
| | Owner Street 2: 801 INTERNATIONAL PARKWAY, FIFTH FLOOR |
| | Owner City: LAKE MARY |
| | Owner State: FL |
| | Owner ZIP Code: 32746 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 |
| | Transaction Date: |
| | | Value: 3/25/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,394.825 |
| | | Transaction Price Per Share: |
| Value: 1.357 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 279,910.825 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 |
| | Transaction Date: |
| | | Value: 3/25/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,700 |
| | | Transaction Price Per Share: |
| Value: 1.369 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 47,925 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Jama Land, LLC |
| Footnote ID: F3 |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.025 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 4/16/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 3,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 3.505 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 1/7/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 10,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 10,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 3.505 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 1/7/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 10,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 10,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrant (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 3.215 |
| | Exercise Date: |
| | | Value: 10/14/22 |
| | Expiration Date: |
| | | Value: 10/14/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 31,104 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 31,104 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Jama Land, LLC |
| Footnote ID: F3 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrant (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.6 |
| | Exercise Date: |
| | | Value: 6/22/20 |
| | Expiration Date: |
| | | Value: 6/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 10,800 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 10,800 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrant (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.6 |
| | Exercise Date: |
| | | Value: 6/22/20 |
| | Expiration Date: |
| | | Value: 6/22/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 25,600 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 25,600 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.3532 to $1.36. Mr. Laffer undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| Footnote - F2: Includes (i) 86,806 shares of restricted stock that vest on 6/7/24 and (ii) 89,310 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. |
| Footnote - F3: Mr. Laffer is a Managing Member of Jama Land, LLC. |
| Footnote - F4: This option is fully exercisable as of the date of this report. |
Owner Signature: |
| Signature Name: /s/ Nancy Meyers, Attorney-in-Fact for Arthur B. Laffer |
| Signature Date: 3/26/24 |