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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* G3 VRM Holdings LLC (Last) (First) (Middle) 420 BOYLSTON STREET, SUITE 302 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol G3 VRM Acquisition Corp. [ GGGV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2021
	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
Class A Common Stock, par value $0.0001 per share	07/06/2021		P		516,280(1)	A	$10	516,280	D(2)

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
Class B Common Stock, par value $0.0001 per share	(3)							(3)	(3)	Class A Common Stock, par value $0.0001 per share	2,665,000(4)		2,665,000	D(2)

Explanation of Responses:

1. The reported shares are included within the 516,280 Private Placement Units of the Issuer purchased by G3 VRM Holdings LLC (the "Sponsor") for $10.00 per Private Placement Unit. The Private Placement Units were purchased in a private placement that closed simultaneously with the closing of the Issuer's initial public offering, and each such unit consists of one share of Class A Common Stock of the Issuer and one right to receive one-tenth of one share of Class A Common Stock of the Issuer. The rights included in the units will become exercisable, if at all, upon completion of the Issuer's initial business combination.

2. All of the reported shares are held directly by the Sponsor. The members of the Sponsor are CISCAP 4, LLC, a Delaware limited liability company, and VerifyMe, Inc., a Nevada corporation. Matthew Konkle is the Chief Executive Officer of the Sponsor. Accordingly, CISCAP 4, LLC, VerifyMe, Inc. and Mr. Konkle have shared voting and investment discretion with respect to the securities held by the Sponsor, and as such, each of them may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he, she or it directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.

3. As described in the Issuer's registration statement on Form S-1 (File No. 333-255226) under the heading "Description of Securities--Founder Shares and Private Placement Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

4. Includes up to 218,500 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full.

	/s/ Matthew Konkle, Chief Executive Officer of G3 VRM Holdings LLC	07/08/2021
	** Signature of Reporting Person	Date
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