0001062993-24-013311.txt : 20240702 0001062993-24-013311.hdr.sgml : 20240702 20240702163254 ACCESSION NUMBER: 0001062993-24-013311 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wang Jack CENTRAL INDEX KEY: 0001926218 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 241096089 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] 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 2024-07-01 0001104038 VerifyMe, Inc. VRME 0001926218 Wang Jack C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 0 1 0 0 SVP, Technology and CIO 0 Common Stock, par value $0.001 per share 25827 D Restricted Stock Units 0 2024-07-01 4 A 0 5906 1.6 A Common Stock, par value $0.001 per share 5906 5906 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 26667 26667 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 75000 75000 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 59248 59248 D These restricted stock units ("RSUs") convert into common stock on a one-for-one basis. These RSUs were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and vest on 1/1/2025, except as otherwise provided in the award notice. This grant of RSUs was made pursuant to the issuer's salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60. One-third of the original grant of these RSUs 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 RSUs 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 issuer'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. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer'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. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer'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 RSUs vest in two equal tranches, except as otherwise provided in the award notice. Tranche 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, Tranche 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. Tranche 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, Tranche 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 Jack Wang 2024-07-02