Jack Wang - 01 Jan 2025 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Signature
/s/ Nancy Meyers, Attorney-in-Fact for Jack Wang
Issuer symbol
VRME
Transactions as of
01 Jan 2025
Net transactions value
+$16,752
Form type
4
Filing time
03 Jan 2025, 16:35:10 UTC
Previous filing
05 Nov 2024
Next filing
04 Nov 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRME Common Stock, par value $0.001 per share Options Exercise $9,450 +5,906 +16% $1.60 42,933 01 Jan 2025 Direct F1
transaction VRME Common Stock, par value $0.001 per share Tax liability $2,147 -1,579 -3.7% $1.36 41,354 01 Jan 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRME Restricted Stock Units Options Exercise $9,450 -5,906 -100% $1.60 0 01 Jan 2025 Common Stock, par value $0.001 per share 5,906 $0.000000 Direct F1
transaction VRME Restricted Stock Units Award $18,899 +11,812 $1.60 11,812 01 Jan 2025 Common Stock, par value $0.001 per share 11,812 $0.000000 Direct F3
holding VRME Restricted Stock Units 13,334 01 Jan 2025 Common Stock, par value $0.001 per share 13,334 $0.000000 Direct F4
holding VRME Restricted Stock Units 75,000 01 Jan 2025 Common Stock, par value $0.001 per share 75,000 $0.000000 Direct F5
holding VRME Restricted Stock Units 59,248 01 Jan 2025 Common Stock, par value $0.001 per share 59,248 $0.000000 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These restricted stock units, which convert into common stock on a one-for-one basis (the "RSUs"), were granted pursuant to the issuer's salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60, and vested on 1/1/2025.
F2 Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
F3 These RSUs were granted pursuant to the issuer's salary reduction program in a transaction exempt under Rule 16b-3, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60. These RSUs will vest on 1/1/2026.
F4 Two-thirds of the original grant of these RSUs vested on each of 11/2/2023 and 11/2/2024 and, except as otherwise provided in the award notice, the balance vests on 11/2/2025.
F5 These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the reporting person's continued employment on or after June 18, 2024 if the price of the issuer's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
F6 These RSUs vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/22/2024 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $5.00 for 20 consecutive trading days, Tranche 1 will vest on 4/22/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on 4/22/2024 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $7.00 for 20 consecutive trading days, Tranche 2 will vest on 4/22/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.