Sec Form 4 Filing - GREENBERG SCOTT N @ VerifyMe, Inc. - 2020-06-22

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 GREENBERG SCOTT N 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) 06/22/2020 (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 per share 06/22/2020 A 6,403 ( 1 ) A $ 3.22 11,203 D Common Stock, par value $0.001 per share 06/22/2020 A 2,000 ( 2 ) A $ 0 13,203 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 Converitble Debenture due 2021 $ 3.22 06/22/2020 M 02/26/2020 08/26/2021 Common Stock, par value $0.001 per share 12,806 ( 1 ) $ 0 0 D Warrant (Right to Buy) $ 4.6 06/22/2020 A 6,403 ( 1 ) 06/22/2020 06/22/2025 Common Stock, par value $0.001 per share 6,403 $ 0 6,403 D Warrant (Right to Buy) $ 7.5 06/22/2020 D 5,000 ( 2 ) 02/26/2020 02/26/2023 Common Stock, par value $0.001 per share 5,000 $ 0 0 D Stock Option (Right to Buy) $ 3.505 ( 3 ) 01/07/2025 Common Stock, par value $0.001 per share 5,000 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREENBERG SCOTT N C/O VERIFYME, INC. 75 S. CLINTON AVENUE, SUITE 510 ROCHESTER, NY14604 X Signatures /s/ Scott N. Greenberg 06/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The convertible debenture due 2021 automatically converted into 6,403 shares of common stock and a warrant to purchase 6,403 shares of common stock in a transaction exempt under Rule 16b-3. ( 2 )Pursuant to transactions exempt under Rule 16b-3, the warrant was cancelled and Mr. Greenberg received 0.4 of a share of common stock for each share formerly underlying the cancelled warrant. ( 3 )This option vested 25% on March 31, 2020 and June 30, 2020 and vests 25% on each of September 30, 2020 and December 31, 2020.

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

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