Sec Form 4 Filing - Gardner Christopher P @ VerifyMe, Inc. - 2020-08-05

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 Gardner Christopher P 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) 08/05/2020 (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 08/05/2020 A( 1 ) 15,000 ( 1 ) A $ 0 40,809 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) $ 3.505 ( 2 ) 01/07/2025 Common Stock, par value $0.001 per share 10,000 10,000 D Stock Option (Right to Buy) $ 3.505 ( 3 ) 01/07/2025 Common Stock, par value $0.001 per share 10,000 10,000 D Warrant (Right to Buy) $ 4.6 06/22/2020 06/22/2025 Common Stock, par value $0.001 per share 16,009 16,009 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gardner Christopher P C/O VERIFYME, INC. 75 S. CLINTON AVENUE, SUITE 510 ROCHESTER, NY14604 X Signatures /s/ Norman Gardner, Attorney-in-fact for Christopher P. Gardner 08/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This time-vested restricted stock award was granted under the VerifyMe, Inc. 2013 Omnibus Equity Compensation Plan in a transaction exempt under Rule 16b-3. ( 2 )This option vested 25% on each of March 31, 2020 and June 30, 2020 and vests 25% on each of 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.