0001062993-23-018689.txt : 20231002
0001062993-23-018689.hdr.sgml : 20231002
20231002163211
ACCESSION NUMBER: 0001062993-23-018689
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230929
FILED AS OF DATE: 20231002
DATE AS OF CHANGE: 20231002
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: 231300156
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
X0508
4
2023-09-29
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
0
Common Stock, par value $0.001
52000
D
Common Stock, par value $0.001
2023-09-29
4
P
0
90
1.17
A
429444
I
By Marshall & Patricia Geller Living Trust
Restricted Stock Units
0
Common Stock, par value $0.001
30000
30000
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
I
By Marshall & Patricia Geller Living Trust
8% Convertible Promissory Note due 2026
1.15
2023-08-25
2026-08-25
Common Stock, par value $0.001
152174
175000
I
By Marshall & Patricia Geller Living Trust
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
31941
31941
I
By Marshall & Patricia Geller Living Trust
Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 68,310 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.
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 4) 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.
This option is fully exercisable as of the date of this report.
/s/ Nancy Meyers, Attorney-in-Fact for Marshall S. Geller
2023-10-02