0001062993-23-020106.txt : 20231103 0001062993-23-020106.hdr.sgml : 20231103 20231103163131 ACCESSION NUMBER: 0001062993-23-020106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231102 FILED AS OF DATE: 20231103 DATE AS OF CHANGE: 20231103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kole Curt Harris CENTRAL INDEX KEY: 0001926274 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 231376860 MAIL ADDRESS: STREET 1: C/O VERIFYME, INC. STREET 2: 75 S. CLINTON AVE, SUITE 510 CITY: ROCHESTER STATE: NY ZIP: 14604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] 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 2023-11-02 0001104038 VerifyMe, Inc. VRME 0001926274 Kole Curt Harris C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 0 1 0 0 EVP, Precision Logistics 0 Common Stock, par value $0.001 per share 2023-11-02 4 M 0 20000 0 A 28000 D Common Stock, par value $0.001 per share 2023-11-02 4 F 0 3986 1.1 D 24014 D Restricted Stock Units 0 2023-11-02 4 M 0 20000 0 D Common stock, par value $0.001 per share 20000 40000 D Restricted Stock Units 0 Common stock, par value $0.001 per share 120000 120000 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 72100 72100 D 8% Convertible Promissory Note due 2026 1.15 2023-08-25 2026-08-25 Common stock, par value $0.001 per share 21739 25000 D These restricted stock units convert into common stock on a one-for-one basis. Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units. One-third of the original grant of these restricted stock units vested on 11/2/2023, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 11/2/2024 and 11/2/2025. These restricted stock units 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 Company'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. Tranch 2 will vest 25,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company'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. Tranch 3 will vest 30,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company'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. These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranch 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, Tranch 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. Tranch 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, Tranch 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. /s/ Nancy Meyers, Attorney-in-Fact for Curt Kole 2023-11-03