0001062993-24-012067.txt : 20240606 0001062993-24-012067.hdr.sgml : 20240606 20240606163816 ACCESSION NUMBER: 0001062993-24-012067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240605 FILED AS OF DATE: 20240606 DATE AS OF CHANGE: 20240606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENBERG SCOTT N CENTRAL INDEX KEY: 0001018206 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 241026045 MAIL ADDRESS: STREET 1: 9 WEST 57 STREET STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] ORGANIZATION NAME: 06 Technology IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 585-736-9400 MAIL ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-06-05 0001104038 VerifyMe, Inc. VRME 0001018206 GREENBERG SCOTT N C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 1 0 0 Executive Chairman 0 Common Stock, par value $0.001 2024-06-05 4 A 0 35000 0 A 249572 D Restricted Stock Units 0 Common Stock, par value $0.001 56819 56819 D Restricted Stock Units 0 Common Stock, par value $0.001 30000 30000 D Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 10000 10000 D Warrant (Right to Buy) 3.215 2022-10-14 2027-10-14 Common Stock, par value $0.001 15552 15552 D Warrant (Right to Buy) 4.6 2020-06-22 2025-06-22 Common Stock, par value $0.001 6403 6403 D 8% Convertible Promissory Note due 2026 1.15 2023-08-25 2026-08-25 Common Stock, par value $0.001 43478 50000 D This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests on 6/5/2025, subject to the reporting person's continuous service as a member of the board of directors. Includes (i) 35,000 shares of restricted stock that vest on 6/5/2025, (ii) 86,806 shares of restricted stock that vest on 6/7/2024 and (iii) 68,310 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. These restricted stock units convert into common stock on a one-for-one basis. These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $2.75 for 20 consecutive trading days, Tranche 1 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. Tranche 2 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $3.75 for 20 consecutive trading days, Tranche 2 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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 4/7/2025 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 4/7/2024 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 4/7/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. This option is fully exercisable as of the date of this report. /s/ Nancy Meyers, Attorney-in-Fact for Scott Greenberg 2024-06-06