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Filing Details

Accession Number:: 0001062993-22-012266
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-12 16:30:31
Reporting Period:: 2022-05-11

Accepted Time:: 2022-05-12 16:30:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1104038	Verifyme Inc.	VRME	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
925236	S Marshall Geller	C/O Verifyme, Inc. 75 S. Clinton Avenue, Suite 510 Rochester NY 14604		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	Acquisiton	2022-05-11	5,000	$2.25	186,445	No	4	P	Indirect	By Marshall & Patricia Geller Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Marshall & Patricia Geller Living Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	81,002	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$3.22	2022-10-14	2027-10-14	31,104	31,104	Indirect
Common Stock, Par Value $0.001	Restricted Stock Units	$0.00			30,000	30,000	Direct
Common Stock, Par Value $0.001	Restricted Stock Units	$0.00			39,308	39,308	Direct
Common Stock, Par Value $0.001	Stock Option (Right to Buy)	$5.30		2025-05-27	3,000	3,000	Indirect
Common Stock, Par Value $0.001	Stock Option (Right to Buy)	$3.51		2025-01-07	10,000	10,000	Indirect
Common Stock, Par Value $0.001	Stock Option (Right to Buy)	$3.51		2025-01-07	10,000	10,000	Indirect
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$4.60	2020-06-22	2025-06-22	7,000	7,000	Direct
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$4.60	2020-06-22	2025-06-22	31,941	31,941	Indirect
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$7.50		2023-01-03	14,300	14,300	Indirect
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$7.50		2022-06-30	22,880	22,880	Indirect
Common Stock, Par Value $0.001	Warrant (Right to Buy)	$7.50		2022-06-30	12,320	12,320	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2027-10-14	31,104	31,104	Indirect
	30,000	30,000	Direct
	39,308	39,308	Direct
2025-05-27	3,000	3,000	Indirect
2025-01-07	10,000	10,000	Indirect
2025-01-07	10,000	10,000	Indirect
2025-06-22	7,000	7,000	Direct
2025-06-22	31,941	31,941	Indirect
2023-01-03	14,300	14,300	Indirect
2022-06-30	22,880	22,880	Indirect
2022-06-30	12,320	12,320	Indirect

Footnotes

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 $2.23 to $2.25. 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.