Statement of Changes in Beneficial Ownership (4)
May 01 2018 - 7:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Eberwein Jeffrey E.
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2. Issuer Name
and
Ticker or Trading Symbol
ATRM Holdings, Inc.
[
ATRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
53 FOREST AVENUE, 1ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/27/2018
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(Street)
OLD GREENWICH, CT 06870
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value
(1)
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4/27/2018
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J
(2)
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405012
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A
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$0
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425012
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D
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Common Stock, $0.001 par value
(1)
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4/27/2018
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J
(2)
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3005
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A
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$0
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3005
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I
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By: Lone Star Value Investors GP, LLC
(3)
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Common Stock, $0.001 par value
(1)
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4/27/2018
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J
(4)
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1067885
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D
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$0
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0
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I
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By: Lone Star Value Investors, LP
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Mr. Eberwein is a director of the Issuer and Mr. Eberwein and Lone Star Value GP own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
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(2)
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Represents shares acquired in connection with a pro rata distribution from Lone Star Value Investors to its partners for no consideration (the "Lone Star Value Distribution").
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(3)
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Shares owned directly by Lone Star Value GP. Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, may be deemed the beneficial owner of the shares owned by Lone Star Value GP for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(4)
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Represents shares disposed of for no consideration in connection with the Lone Star Value Distribution.
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(5)
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Shares owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the shares owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the shares owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the shares owned by Lone Star Value Investors for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Eberwein Jeffrey E.
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870
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X
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X
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Lone Star Value Investors LP
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870
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See Footnote 1
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Lone Star Value Investors GP LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870
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See Footnote 1
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Lone Star Value Management LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT 06870
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See Footnote 1
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Signatures
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/s/ Jeffrey E. Eberwein
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5/1/2018
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**
Signature of Reporting Person
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Date
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Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
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5/1/2018
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**
Signature of Reporting Person
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Date
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Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
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5/1/2018
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**
Signature of Reporting Person
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Date
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Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein, Authorized Signatory
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5/1/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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