Sec Form 4 Filing - Kole Curt Harris @ VerifyMe, Inc. - 2023-11-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kole Curt Harris 2. Issuer Name and Ticker or Trading Symbol VerifyMe, Inc. [ VRME] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Precision Logistics (Last) (First) (Middle) C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2023 (Street) LAKE MARY, FL32746 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 11/02/2023 M 20,000 A $ 0 ( 1 ) 28,000 D Common Stock, par value $0.001 per share 11/02/2023 F 3,986 ( 2 ) D $ 1.1 24,014 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 1 ) 11/02/2023 M 20,000 ( 3 ) ( 3 ) Common stock, par value $0.001 per share 20,000 $ 0 40,000 D Restricted Stock Units $ 0 ( 1 ) ( 4 ) ( 4 ) Common stock, par value $0.001 per share 120,000 120,000 D Restricted Stock Units $ 0 ( 1 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 72,100 72,100 D 8% Convertible Promissory Note due 2026 $ 1.15 08/25/2023 08/25/2026 Common stock, par value $0.001 per share 21,739 $ 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kole Curt Harris C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY, FL32746 EVP, Precision Logistics Signatures /s/ Nancy Meyers, Attorney-in-Fact for Curt Kole 11/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units convert into common stock on a one-for-one basis. ( 2 )Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units. ( 3 )One-third of the original grant of these restricted stock units vested on 11/2/2023, and except as otherwise provided in the award notice, the balance vests in substantially equal installments on 11/2/2024 and 11/2/2025. ( 4 )These restricted stock units vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2024 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranch 2 will vest 25,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranch 3 will vest 30,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. ( 5 )These restricted stock units vest in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on 4/22/2024 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, Tranch 1 will vest on 4/22/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranch 2 will vest on 4/22/2024 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, Tranch 2 will vest on 4/22/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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