Sec Form 4 Filing - Stedham Adam H @ VerifyMe, Inc. - 2023-11-15

Insider filing report for Changes in Beneficial Ownership
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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
Stedham Adam H
2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [ VRME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2023
(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 11/15/2023 P 6,082 A $ 1.06 ( 1 ) 130,137 ( 2 ) D
Common Stock, par value $0.001 per share 11/16/2023 P 7,949 A $ 1.06 ( 3 ) 138,086 ( 2 ) 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
8% Convertible Promissory Note due 2026 $ 1.15 08/25/2023 08/25/2026 Common Stock, par value $0.001 per share 152,174 $ 175,000 D
Restricted Stock Units $ 0 ( 4 ) ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 204,082 204,082 D
Restricted Stock Units $ 0 ( 5 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 550,000 550,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stedham Adam H
C/O VERIFYME, INC.
801 INTERNATIONAL PARKWAY, FIFTH FLOOR
LAKE MARY, FL32746
X Chief Executive Officer
Signatures
/s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham 11/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.05 to $1.07, inclusive. Mr. Stedham 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.
( 2 )Includes 28,592 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.
( 3 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.049 to $1.06, inclusive. Mr. Stedham 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.
( 4 )These restricted stock units, which convert into common stock on a one-for-one basis, vest in three equal annual installments on each of 6/19/2024, 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice.
( 5 )These restricted stock units, which convert into common stock on a one-for-one basis, vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after the first anniversary of the grant date if the price of the Issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after the second anniversary of the grant date if the Issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.

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