Sec Form 4 Filing - Gezerlis Margaret @ VerifyMe, Inc. - 2023-07-31

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 Gezerlis Margaret 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) Executive Vice President & CFO (Last) (First) (Middle) C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2023 (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 per share 28,500 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 Restricted Stock Units $ 0 ( 1 ) 07/31/2023 A 42,612 ( 1 ) ( 1 ) Common Stock, par value $0.001 per share 42,612 $ 0 42,612 D Stock Option (Right to Buy) $ 3.505 ( 2 ) 01/07/2025 Common Stock, par value $0.001 per share 4,000 4,000 D Stock Option (Right to Buy) $ 16.05 ( 2 ) 11/15/2023 Common Stock, par value $0.001 per share 2,000 2,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gezerlis Margaret C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY, FL32746 Executive Vice President & CFO Signatures /s/ Margaret Gezerlis 07/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 7/31/2026 in two equal tranches. Tranch 1 will vest on 7/31/2026 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. Tranch 2 will vest on 7/31/2026 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. ( 2 )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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