EVP, Chief Legal Officer Lowenhar-Fisher Kate C. converted options into 5,733 shares, sold $155,737 worth of shares (12,026 units at $12.95) and was granted 24,619 shares, increasing direct ownership by 37% to 68,477 units (SEC Form 4)
$EVRI
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/08/2024(1) | A | 24,619(1)(2) | A | $0 | 74,770 | D | |||
| Common Stock | 08/08/2024(3) | M | 5,733(2)(3) | A | $0 | 80,503 | D | |||
| Common Stock | 08/09/2024(4) | S | 9,754(4) | D | $12.95 | 70,749 | D | |||
| Common Stock | 08/09/2024(5) | S | 2,272(5) | D | $12.95 | 68,477 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (2) | 08/08/2024 | M | 5,733 | (6) | (6) | Common Stock | 5,733 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents common stock acquired for performance stock units that vested related to the achievement of certain criteria and upon the third anniversary following the date of grant of May 19, 2021. The release of these awards, which occurred on August 8, 2024, was deferred due to the possession of material non-public information, together with the tax election funded by a "sell to cover" transaction, as described in footnote 4, by the Reporting Person and to align with the Issuer's quarterly open trading window. |
| 2. Each restricted stock unit and/or performance stock unit, as applicable, represents a contingent right to receive one share of common stock. |
| 3. Represents common stock acquired for restricted stock units that vested upon the third anniversary following the date of grant of May 19, 2021. The release of these awards, which occurred on August 8, 2024, was deferred due to the possession of material non-public information, together with the tax election funded by a "sell to cover" transaction, as described in footnote 5, by the Reporting Person and to align with the Issuer's quarterly open trading window. |
| 4. 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 performance 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. |
| 5. 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. |
| 6. Represents restricted stock units to acquire shares of the Company's common stock that vested in equal installments on each of the first three anniversary dates following the date of grant of May 19, 2021. The release of these awards, which occurred on August 8, 2024, was deferred due to material non-public information and to align with the Issuer's quarterly open trading window. |
| Remarks: |
| /s/ Kate C. Lowenhar-Fisher by Todd A. Valli, Attorney-in-Fact | 08/12/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||