VerifyMe Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:31

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wang Jack
2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [VRME] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Technology and CIO
(Last) (First) (Middle)
C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/02/2024
(Street)
LAKE MARY, FL 32746 		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 per share 11/02/2024 M 13,333 A $ 0 (1) 39,160 D
Common Stock, par value $0.001 per share 11/02/2024 F 2,133(2) D $1.3145 37,027 D
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
Restricted Stock Units $ 0 (1) 11/02/2024 M 13,333 (3) (3) Common Stock, par value $0.001 per share 13,333 $ 0 13,334 D
Restricted Stock Units $ 0 (1) (4) (4) Common Stock, par value $0.001 per share 5,906 5,906 D
Restricted Stock Units $ 0 (1) (5) (5) Common Stock, par value $0.001 per share 75,000 75,000 D
Restricted Stock Units $ 0 (1) (6) (6) Common Stock, par value $0.001 per share 59,248 59,248 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wang Jack
C/O VERIFYME, INC.
801 INTERNATIONAL PARKWAY, FIFTH FLOOR
LAKE MARY, FL 32746 		SVP, Technology and CIO

Signatures

/s/ Nancy Meyers, Attorney-in-Fact for Jack Wang 11/05/2024
**Signature of Reporting Person Date

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) These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
(2) Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
(3) Two-thirds of the original grant of these RSUs vested on each of 11/2/2023 and 11/2/2024 and, except as otherwise provided in the award notice, the balance vests on 11/2/2025.
(4) These RSUs vest on 1/1/2025, except as otherwise provided in the award notice.
(5) These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the reporting person's continued employment on or after June 18, 2024 if the price of the issuer's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
(6) These RSUs vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/22/2024 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 4/22/2025 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 4/22/2024 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 4/22/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
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.