Sec Form 4 Filing - LAFFER ARTHUR B @ VerifyMe, Inc. - 2023-01-01

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 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., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (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 01/01/2023 M 39,308 A $ 0( 1 ) 154,710( 2 ) D Common Stock, par value $0.001 44,225 I By Jama Land, LLC( 3 )

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 Restricted Stock Units $ 0( 1 ) 01/01/2023 M 39,308 ( 4 ) ( 4 ) Common Stock, par value $0.001 39,308 $ 0 0 D Restricted Stock Units $ 0( 5 ) ( 5 ) ( 5 ) Common Stock, par value $0.001 7,000 7,000 D Stock Option (Right to Buy) $ 4.025 ( 6 ) 04/16/2025 Common Stock, par value $0.001 3,000 3,000 D Stock Option (Right to Buy) $ 3.505 ( 6 ) 01/07/2025 Common Stock, par value $0.001 10,000 10,000 D Stock Option (Right to Buy) $ 3.505 ( 6 ) 01/07/2025 Common Stock, par value $0.001 10,000 10,000 D Warrant (Right to Buy) $ 3.215 10/14/2022 10/14/2027 Common Stock, par value $0.001 31,104 31,104 I By Jama Land, LLC( 3 ) Warrant (Right to Buy) $ 4.6 06/22/2020 06/22/2025 Common Stock, par value $0.001 10,800 10,800 D Warrant (Right to Buy) $ 4.6 06/22/2020 06/22/2025 Common Stock, par value $0.001 25,600 25,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAFFER ARTHUR B C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY, FL32746 X Signatures /s/ Margaret Gezerlis, Attorney-in-Fact for Arthur B. Laffer 01/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units convert into common stock on a one-for-one basis and become payable upon separation of the Reporting Person's service as a director. ( 2 )Includes 82,310 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 )Mr. Laffer is a Managing Member of Jama Land, LLC. ( 4 )These restricted stock units vested on 1/1/2023. ( 5 )These restricted stock units, which convert into common stock on a one-for-one basis, vested one-third on each of 9/17/2021 and 9/17/2022 and, except as otherwise provided in the award notice, vest one-third on 9/17/2023, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director. ( 6 )This option is fully exercisable 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).

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