0001062993-23-021207.txt : 20231120
0001062993-23-021207.hdr.sgml : 20231120
20231120163117
ACCESSION NUMBER: 0001062993-23-021207
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231116
FILED AS OF DATE: 20231120
DATE AS OF CHANGE: 20231120
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: 231423196
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
2023-11-16
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
2023-11-16
4
P
0
2000
1.08
A
435444
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
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
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
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
The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.06 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.
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 in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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 4/7/2025 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 4/7/2024 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 4/7/2025 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
2023-11-20