0001062993-22-024015.txt : 20221216
0001062993-22-024015.hdr.sgml : 20221216
20221216163303
ACCESSION NUMBER: 0001062993-22-024015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221214
FILED AS OF DATE: 20221216
DATE AS OF CHANGE: 20221216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GELLER MARSHALL S
CENTRAL INDEX KEY: 0000925236
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39332
FILM NUMBER: 221468409
MAIL ADDRESS:
STREET 1: 10866 WILSHIRE BLVD.
STREET 2: SUITE 1450
CITY: LOS ANGELES
STATE: CA
ZIP: 90024
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: 75 S. CLINTON AVE.
STREET 2: SUITE 510
CITY: ROCHESTER
STATE: NY
ZIP: 14604
BUSINESS PHONE: 212-994-7002
MAIL ADDRESS:
STREET 1: 75 S. CLINTON AVE.
STREET 2: SUITE 510
CITY: ROCHESTER
STATE: NY
ZIP: 14604
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
X0306
4
2022-12-14
0001104038
VerifyMe, Inc.
VRME
0000925236
GELLER MARSHALL S
C/O VERIFYME, INC.
75 S. CLINTON AVENUE, SUITE 510
ROCHESTER
NY
14604
1
0
0
0
Common Stock, par value $0.001
81002
D
Common Stock, par value $0.001
2022-12-14
4
P
0
63
1.12
A
243771
I
By Marshall & Patricia Geller Living Trust
Common Stock, par value $0.001
2022-12-15
4
P
0
300
1.16
A
244071
I
By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)
3.215
2022-10-14
2027-10-14
Common Stock, par value $0.001
31104
31104
I
By Marshall & Patricia Geller Living Trust
Restricted Stock Units
0
Common Stock, par value $0.001
30000
30000
D
Restricted Stock Units
0
Common Stock, par value $0.001
39308
39308
D
Stock Option (Right to Buy)
5.295
2025-05-27
Common Stock, par value $0.001
3000
3000
I
By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)
3.505
2025-01-07
Common Stock, par value $0.001
10000
10000
I
By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy)
3.505
2025-01-07
Common Stock, par value $0.001
10000
10000
I
By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)
4.6
2020-06-22
2025-06-22
Common Stock, par value $0.001
7000
7000
D
Warrant (Right to Buy)
4.6
2020-06-22
2025-06-22
Common Stock, par value $0.001
31941
31941
I
By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy)
7.5
2023-01-03
Common Stock, par value $0.001
14300
14300
I
By Marshall & Patricia Geller Living Trust
Includes 29,002 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 $1.11 to $1.17. Mr. Geller 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 on 4/7/2024 in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on the second anniversary of the date of grant 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 the third anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days.
(Continued from footnote 3) Tranch 2 will vest on the second anniversary of the date of grant 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 the third anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.
This option is fully exercisable as of the date of this report.
This warrant is fully exercisable as of the date of this report.
/s/ Margaret Gezerlis, Attorney-in-Fact for Marshall S. Geller
2022-12-16