Sec Form 4 Filing - LAFFER ARTHUR B @ VerifyMe, Inc. - 2020-04-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
LAFFER ARTHUR B
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VERIFYME, INC., 75 S. CLINTON AVENUE, SUITE 510
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2020
(Street)
ROCHESTER, NY14604
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 $0.001 656,050 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
Stock Option (Right to Buy) $ 0.0805 04/16/2020 A 150,000 ( 1 ) 04/16/2025 Common Stock, par value $0.001 150,000 $ 0 150,000 D
Stock Option (Right to Buy) $ 0.0701 ( 2 ) 01/07/2025 Common Stock, par value $0.001 500,000 500,000 D
Stock Option (Right to Buy) $ 0.0701 ( 3 ) 01/07/2025 Common Stock, par value $0.001 500,000 500,000 D
Warrant (Right to Buy) $ 0.15 02/28/2020 08/28/2021 Common Stock, par value $0.001 1,000,000 1,000,000 D
Convertible Debenture due 2021 $ 0.08 02/28/2020 02/28/2023 Common Stock, par value $0.001 1,000,000 1,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAFFER ARTHUR B
C/O VERIFYME, INC.
75 S. CLINTON AVENUE, SUITE 510
ROCHESTER, NY14604
X
Signatures
/s/ Norman Gardner, Attorney-in-fact for Arthur Laffer 04/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option, granted under the VerifyMe, Inc. 2017 Equity Incentive Plan in a transaction exempt under Rule 16b-3, vests immediately.
( 2 )This option vested 25% on March 31, 2020 and vests 25% on each of June 30, 2020, September 30, 2020 and December 31, 2020.
( 3 )This option has fully vested as of the date of this report.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.