SEC FORM 4

SEC Form 4

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^*

Gardner Christopher P

(Last)

(First)

(Middle)

C/O VERIFYME, INC.

801 INTERNATIONAL PARKWAY, FIFTH FLOOR

(Street)

LAKE MARY

32746

(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)
04/20/2023

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	04/20/2023		A⁽¹⁾		35,511⁽¹⁾	A	$0	179,182⁽²⁾	D

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)
Restricted Stock Units	$0⁽³⁾							⁽³⁾	⁽³⁾	Common Stock, par value $0.001	7,000		7,000	D
Warrant (Right to Buy)	$3.215							10/14/2022	10/14/2027	Common Stock, par value $0.001	15,552		15,552	D
Stock Option (Right to Buy)	$3.505							⁽⁴⁾	01/07/2025	Common Stock, par value $0.001	10,000		10,000	D
Stock Option (Right to Buy)	$3.505							⁽⁴⁾	01/07/2025	Common Stock, par value $0.001	10,000		10,000	D
Warrant (Right to Buy)	$4.6							06/22/2020	06/22/2025	Common Stock, par value $0.001	16,009		16,009	D

Explanation of Responses:

1. This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exemption under Rule 16b-3 and, except as otherwise provided in the award notice, vests on June 6, 2023, subject to continuous service as a member of the board of directors.

2. Includes 43,002 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.

3. These restricted stock units, which convert into common stock on a one-for-one basis, vest on June 6, 2023, 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.

4. This option has fully vested as of the date of this report.

	/s/ Margaret Gezerlis, Attorney-in-Fact for Christopher P. Gardner	04/24/2023
	** 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).
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