0001062993-23-021602.txt : 20231129 0001062993-23-021602.hdr.sgml : 20231129 20231129163025 ACCESSION NUMBER: 0001062993-23-021602 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231127 FILED AS OF DATE: 20231129 DATE AS OF CHANGE: 20231129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stedham Adam H CENTRAL INDEX KEY: 0001723447 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 231452627 MAIL ADDRESS: STREET 1: GP STRATEGIES CORPORATION STREET 2: 11000 BROKEN LAND PARKWAY, SUITE 200 CITY: COLUMBIA STATE: MD ZIP: 21044 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 2023-11-27 0001104038 VerifyMe, Inc. VRME 0001723447 Stedham Adam H C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 1 0 0 Chief Executive Officer 0 Common Stock, par value $0.001 per share 2023-11-27 4 P 0 6000 1.025 A 145079 D Common Stock, par value $0.001 per share 2023-11-28 4 P 0 8436 1.03 A 153515 D 8% Convertible Promissory Note due 2026 1.15 2023-08-25 2026-08-25 Common Stock, par value $0.001 per share 152174 175000 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 204082 204082 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 550000 550000 D The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.02 to $1.03. Mr. Stedham undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. Includes 28,592 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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.02 to $1.03. Mr. Stedham undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. These restricted stock units, which convert into common stock on a one-for-one basis, vest in three equal annual installments on each of 6/19/2024, 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice. These restricted stock units, which convert into common stock on a one-for-one basis, vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after the first anniversary of the grant date if the price of the Issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after the second anniversary of the grant date if the Issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days. /s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham 2023-11-29