0001062993-24-013403.txt : 20240703 0001062993-24-013403.hdr.sgml : 20240703 20240703163105 ACCESSION NUMBER: 0001062993-24-013403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stedham Adam H CENTRAL INDEX KEY: 0001723447 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 241100517 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] 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 0001723447 Stedham Adam H C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 1 0 0 CEO and President 0 Common Stock, par value $0.001 per share 208004 D Restricted Stock Units 0 2024-07-01 4 A 0 9375 1.6 A Common Stock, par value $0.001 per share 9375 9375 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 136055 136055 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 550000 550000 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 Includes 28,592 vested restricted stock units ("RSUs") 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 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 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026. These RSUs 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 6/19/2024 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 6/19/2025 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 6/19/2027 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 2024-07-03