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^*

Lowenhar-Fisher Kate C.

(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)
	EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2024

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	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

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	⁽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.
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