Sec Form 4 Filing - Goldstein Keith @ VerifyMe, Inc. - 2021-03-17

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 Goldstein Keith 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) Acting Chief Operating Officer (Last) (First) (Middle) C/O VERIFYME, INC., 75 S. CLINTON AVENUE, SUITE 510 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2021 (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 03/17/2021 A 10,000 A $ 0 15,000 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) $ 9.75 03/17/2021 D( 1 ) 20,000 ( 1 ) 03/01/2024 Common Stock, par value $0.001 per share 20,000 ( 1 ) 0 I By POC Advisory Group, LLC Stock Option (Right to Buy) $ 9.75 03/17/2021 A( 1 ) 20,000 ( 1 ) 03/01/2026 Common Stock, par value $0.001 per share 20,000 ( 1 ) 20,000 I By POC Advisory Group, LLC Stock Option (Right to Buy) $ 10.51 03/17/2021 D( 2 ) 20,000 ( 2 ) 03/01/2023 Common Stock, par value $0.001 per share 20,000 ( 2 ) 0 I By POC Advisory Group, LLC Stock Option (Right to Buy $ 10.51 03/17/2021 A( 2 ) 20,000 ( 2 ) 03/01/2026 Common Stock, par value $0.001 per share 20,000 ( 2 ) 20,000 I By POC Advisory Group, LLC Stock Option (Right to Buy) $ 2 03/17/2021 D( 3 ) 40,000 ( 3 ) 09/01/2022 Common Stock, par value $0.001 per share 40,000 ( 3 ) 0 I By POC Advisory Group, LLC Stock Option (Right to Buy) $ 2 03/17/2021 A( 3 ) 40,000 ( 3 ) 03/01/2026 Common Stock, par value $0.001 per share 40,000 ( 3 ) 40,000 I By POC Advisory Group, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldstein Keith C/O VERIFYME, INC. 75 S. CLINTON AVENUE, SUITE 510 ROCHESTER, NY14604 Acting Chief Operating Officer Signatures /s/ Patrick White, attorney-in-fact for Keith Goldstein 03/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 9, 2019 and 20,000 options vested in equal installments on March 1, 2020 and March 1, 2021, subject to continued service to the Company. The "new" option, granted in a transaction exempt under Rule 16b-3, is fully vested as of the date of this report. ( 2 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 1, 2018 and 20,000 options vested in equal installments on March 1, 2018 and February 28, 2019, subject to continued service to the Company. The "new" option, granted in a transaction exempt under Rule 16b-3, is fully vested as of the date of this report. ( 3 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on September 1, 2017 and 40,000 options vested in six equal monthly installments, subject to continued service to the Company. The "new" option, granted in a transaction exempt under Rule 16b-3, is 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).

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