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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

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/03/22  Geller Marshall S                 4          Director    1:16K  VerifyMe, Inc.                    Newsfile Corp./FA

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

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     16K 
                Securities by an Insider -- form4.xml/3.6


        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
EDGAR System rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden hours per response...0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
GELLER MARSHALL S
  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)
(Last)
(First)
(Middle)
C/O VERIFYME, INC., 75 S. CLINTON AVENUE, SUITE 510		 3. Date of Earliest Transaction (Month/Day/Year)
09/29/2022
(Street)

ROCHESTER, NY 14604		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               81,002 (1)D  
Common Stock, par value $0.00109/29/2022   P   2,692A $1.28 (2)237,869IBy Marshall & Patricia Geller Living Trust
Common Stock, par value $0.00109/30/2022   P   1,500A $1.3 (3)239,369IBy Marshall & Patricia Geller Living Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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.SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Warrant (Right to Buy) $3.215             10/14/202210/14/2027Common Stock, par value $0.00131,104   31,104IBy Marshall & Patricia Geller Living Trust
Restricted Stock Units $ 0 (4) (5)               (4) (5)   (4) (5)Common Stock, par value $0.00130,000   30,000D  
Restricted Stock Units $ 0 (6)               (6)   (6)Common Stock, par value $0.00139,308   39,308D  
Stock Option (Right to Buy) $5.295               (7)05/27/2025Common Stock, par value $0.0013,000   3,000IBy Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy) $3.505               (7)01/07/2025Common Stock, par value $0.00110,000   10,000IBy Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy) $3.505               (7)01/07/2025Common Stock, par value $0.00110,000   10,000IBy Marshall & Patricia Geller Living Trust
Warrant (Right to Buy) $4.60             06/22/202006/22/2025Common Stock, par value $0.0017,000   7,000D  
Warrant (Right to Buy) $4.60             06/22/202006/22/2025Common Stock, par value $0.00131,941   31,941IBy Marshall & Patricia Geller Living Trust
Warrant (Right to Buy) $7.50               (8)01/03/2023Common Stock, par value $0.00114,300   14,300IBy Marshall & Patricia Geller Living Trust

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
GELLER MARSHALL S
C/O VERIFYME, INC.
75 S. CLINTON AVENUE, SUITE 510
ROCHESTER, NY 14604		  X      

Signatures

 /s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller  10/03/2022
**Signature of Reporting PersonDate

Explanation of Responses:

*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).
(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 4/7/2024 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 1/1/2023, 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.
(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.

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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