0001062993-22-024543.txt : 20221229 0001062993-22-024543.hdr.sgml : 20221229 20221229163038 ACCESSION NUMBER: 0001062993-22-024543 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221227 FILED AS OF DATE: 20221229 DATE AS OF CHANGE: 20221229 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: 221499140 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: 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 X0306 4 2022-12-27 0001104038 VerifyMe, Inc. VRME 0000925236 GELLER MARSHALL S C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 0 0 0 Common Stock, par value $0.001 81002 D Common Stock, par value $0.001 2022-12-27 4 P 0 2000 1.085 A 247571 I By Marshall & Patricia Geller Living Trust Common Stock, par value $0.001 2022-12-28 4 P 0 923 1.06 A 248494 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) 3.215 2022-10-14 2027-10-14 Common Stock, par value $0.001 31104 31104 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 $1.08 to $1.09. 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 2022-12-29