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.
75 S. CLINTON AVENUE, SUITE 510

(Street)
ROCHESTER NY 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)
04/14/2022
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 04/14/2022 P 15,552 A (1) 136,671(2)(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $3.215 04/14/2022 P 15,552 10/14/2022 10/14/2027 Common Stock, par value $0.001 15,552 (1) 15,552 D
Restricted Stock Units $0(4) (4) (4) Common Stock, par value $0.001 14,000 14,000 D
Stock Option (Right to Buy) $3.505 (5) 01/07/2025 Common Stock, par value $0.001 10,000 10,000 D
Stock Option (Right to Buy) $3.505 (5) 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. The reported securities are included within 15,552 units purchased by the Reporting Person for $3.215 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.
2. Includes 36,002 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. Includes 39,308 shares of time-vested restricted stock that vests in full on 1/1/2023, subject to continuous service as a member of the board of directors.
4. These restricted stock units, which convert into common stock on a one-for-one basis, vested one-third on 9/17/2021 and, except as otherwise provided in the award notice, vest one-third on each of 9/17/2022 and 9/17/2023, 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.
5. This option is fully exercisable as of the date of this report.
/s/ Margaret Gezerlis, Attorney-in-Fact for Christopher Gardner 04/14/2022
** 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.