SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GELLER MARSHALL S

(Last) (First) (Middle)
C/O VERIFYME, INC.
75 S. CLINTON AVENUE, SUITE 510

(Street)
ROCHESTER NY 14604

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/22/2020 A 31,941(1) A $3.22 40,841 D
Common Stock, par value $0.001 per share 06/22/2020 A 10,000(2) A $0 50,841 D
Common Stock, par value $0.001 per share 06/22/2020 P 7,000 A $4.6(3) 106,500 I By Marshall & Patricia Geller Living Trust
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Converitble Debenture due 2021 $3.22 06/22/2020 M $100,000 03/06/2020 09/06/2021 Common Stock, par value $0.001 per share 63,882(1) $0 0 D
Warrant (Right to Buy) $4.6 06/22/2020 A 31,941(1) 06/22/2020 06/22/2025 Common Stock, par value $0.001 per share 31,941 $0 31,941 D
Warrant (Right to Buy) $7.5 06/22/2020 D 25,000(2) 03/06/2020 03/06/2023 Common Stock, par value $0.001 per share 25,000 $0 0 D
Warrant (Right to Buy) $4.6 06/22/2020 P 7,000 06/22/2020 06/22/2025 Common Stock, par value $0.001 per share 7,000 $4.6(3) 7,000 I By Marshall & Patricia Geller Living Trust
Stock Option (Right to Buy) $5.295 (4) 05/27/2025 Common Stock, par value $0.001 per share 3,000 3,000 D
Stock Option (Right to Buy) $3.505 (4) 01/07/2025 Common Stock, par value $0.001 per share 10,000 10,000 D
Stock Option (Right to Buy) $3.505 (5) 01/07/2025 Common Stock, par value $0.001 per share 10,000 10,000 D
Warrant (Right to Buy) $7.5 (6) 01/03/2023 Common Stock, par value $0.001 per share 14,300 14,300 I By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy) $7.5 (6) 06/30/2022 Common Stock, par value $0.001 per share 22,880 22,880 I By Marshall & Patricia Geller Living Trust
Warrant (Right to Buy) $7.5 (6) 06/30/2022 Common Stock, par value $0.001 per share 12,320 12,320 I By Marshall & Patricia Geller Living Trust
Explanation of Responses:
1. The convertible debenture due 2021 automatically converted into 31,941 shares of common stock and a warrant to purchase 31,941 shares of common stock in a transaction exempt under Rule 16b-3.
2. Pursuant to transactions exempt under Rule 16b-3, the warrant was cancelled and Mr. Geller received 0.4 of a share of common stock for each share formerly underlying the cancelled warrant.
3. These shares and warrants were purchased in the Company's recent underwritten public offering at a price of $4.60 per unit.
4. This option has fully vested as of the date of this report.
5. This option vested 25% on March 31, 2020 and June 30, 2020 and vests 25% on each of September 30, 2020 and December 31, 2020.
6. This warrant has fully vested as of the date of this report.
Remarks:
/s/ Norman Gardner, Attorney-in-fact for Marshall Geller 06/24/2020
** Signature of Reporting Person Date
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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