Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VALLI TODD A.

(Last)

(First)

(Middle)

7250 S. TENAYA WAY

SUITE 100

(Street)

LAS VEGAS

89113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2024		M		3,500⁽¹⁾	A	$0	52,940	D
Common Stock	05/10/2024		M		2,667⁽¹⁾	A	$0	55,607	D
Common Stock	05/14/2024⁽²⁾		S		869⁽³⁾	D	$7.61	54,738	D
Common Stock	05/14/2024⁽²⁾		S		658⁽³⁾	D	$7.73	54,080	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/10/2024		M			3,500	⁽⁴⁾	⁽⁴⁾	Common Stock	3,500	$0	7,000	D
Restricted Stock Units	⁽¹⁾	05/10/2024		M			2,667	⁽⁵⁾	⁽⁵⁾	Common Stock	2,667	$0	2,666	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. The transaction reported on this line item on Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction. The settlement of the restricted stock units, which occurred on May 10, 2024, was deferred to align with the Issuer's quarterly open trading window.

3. Represents the sale of shares of common stock initially acquired upon the settlement of restricted stock units and which were subsequently sold to satisfy the statutory tax obligation applicable to such settlement, in accordance with the Issuer's mandatory "sell to cover" policy" as described in footnote 2.

4. Represents an original award of 10,500 restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first three anniversary dates following the date of grant of May 2, 2023.

5. Represents an original award of 8,000 restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first three anniversary dates following the date of grant of May 3, 2022.

Remarks:

	/s/ Todd A. Valli, Attorney-in-Fact	05/14/2024
	** 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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