0001062993-24-018324.txt : 20241105 0001062993-24-018324.hdr.sgml : 20241105 20241105163014 ACCESSION NUMBER: 0001062993-24-018324 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241102 FILED AS OF DATE: 20241105 DATE AS OF CHANGE: 20241105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Volk Fred III CENTRAL INDEX KEY: 0001926084 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 241427936 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 2024-11-02 0001104038 VerifyMe, Inc. VRME 0001926084 Volk Fred III C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 0 1 0 0 VP-Ops, PeriShip Global LLC 0 Common Stock, par value $0.001 per share 2024-11-02 4 M 0 13333 0 A 55703 D Common Stock, par value $0.001 per share 2024-11-02 4 F 0 3073 1.3145 D 52630 D Restricted Stock Units 0 2024-11-02 4 M 0 13333 0 D Common Stock, par value $0.001 per share 13333 13334 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 6250 6250 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 62696 62696 D These restricted stock units (RSUs) convert into common stock on a one-for-one basis. Shares withheld to cover tax withholding obligations upon the vesting of RSUs. Two-thirds of the original grant of these RSUs vested on each of 11/2/2023 and 11/2/2024 and, except as otherwise provided in the award notice, the balance vests on 11/2/2025. These RSUs vest on 1/1/2025, except as otherwise provided in the award notice. These RSUs vest in three tranches. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.21 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 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. Tranche 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 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 Fred Volk III 2024-11-05