SEC Info - Geller Marshall S - ‘4’ for 9/29/22 re: VerifyMe, Inc.

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.

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)
9/29/22

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								81,002 ⁽¹⁾	D
Common Stock, par value $0.001	9/29/22		P		2,692	A	$1.28 ⁽²⁾	237,869	I	By Marshall & Patricia Geller Living Trust
Common Stock, par value $0.001	9/30/22		P		1,500	A	$1.3 ⁽³⁾	239,369	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)
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							10/14/22	10/14/27	Common Stock, par value $0.001	31,104		31,104	I	By Marshall & Patricia Geller Living Trust
Restricted Stock Units	$0 ⁽⁴⁾ ⁽⁵⁾							⁽⁴⁾ ⁽⁵⁾	⁽⁴⁾ ⁽⁵⁾	Common Stock, par value $0.001	30,000		30,000	D
Restricted Stock Units	$0 ⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.001	39,308		39,308	D
Stock Option (Right to Buy)	$5.295							⁽⁷⁾	5/27/25	Common Stock, par value $0.001	3,000		3,000	I	By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)	$3.505							⁽⁷⁾	1/7/25	Common Stock, par value $0.001	10,000		10,000	I	By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)	$3.505							⁽⁷⁾	1/7/25	Common Stock, par value $0.001	10,000		10,000	I	By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)	$4.6							6/22/20	6/22/25	Common Stock, par value $0.001	7,000		7,000	D
Warrant (Right to Buy)	$4.6							6/22/20	6/22/25	Common Stock, par value $0.001	31,941		31,941	I	By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)	$7.5							⁽⁸⁾	1/3/23	Common Stock, par value $0.001	14,300		14,300	I	By Marshall & Patricia Geller Living Trust

Explanation of Responses:

(1) Includes 29,002 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.

(2) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.24 to $1.31, inclusive. Mr. Geller 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.

(3) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.30 to $1.31, inclusive. Mr. Geller 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.

(4) These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/24 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.

(5) (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.

(6) These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/23, 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.

(7) This option is fully exercisable as of the date of this report.

(8) This warrant is fully exercisable as of the date of this report.

	/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller	10/3/22
	** 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.
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 Number.

____________ Transaction Code:
P	Open market or private purchase of non-derivative or derivative security.

Geller Marshall S – ‘4’ for 9/29/22 re: VerifyMe, Inc.

On: Monday, 10/3/22, at 4:53pm ET · For: 9/29/22 · As: Director · Accession #: 1062993-22-20156 · File #: 1-39332

Previous ‘4’: ‘4’ on 9/29/22 for 9/28/22 · Next: ‘4’ on 12/1/22 for 11/29/22 · Latest: ‘4’ on 12/5/23 for 12/4/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Geller Marshall S – ‘4’ for 9/29/22 re: VerifyMe, Inc.

On: Monday, 10/3/22, at 4:53pm ET · For: 9/29/22 · As: Director · Accession #: 1062993-22-20156 · File #: 1-39332

Previous ‘4’: ‘4’ on 9/29/22 for 9/28/22 · Next: ‘4’ on 12/1/22 for 11/29/22 · Latest: ‘4’ on 12/5/23 for 12/4/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents