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).
1. Name and Address of Reporting Person*
Rumbolz Michael D

(Last) (First) (Middle)
7250 S. TENAYA WAY
SUITE 100

(Street)
LAS VEGAS NV 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021
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
Common Stock 02/26/2021 M 5,776(1) A (1) 413,351 D
Common Stock 02/26/2021 F 1,406 D(2) $15.11 411,945 D
Common Stock 03/01/2021 M 625(1) A (1) 412,570 D
Common Stock 03/01/2021 F 152 D(2) $15.89 412,418 D
Common Stock 03/02/2021 M 40,000(3) A $5.58 452,418 D
Common Stock 03/02/2021 S 40,000(3) D $15.76(4) 412,418 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/26/2021 M 5,776 (5) (5) Common Stock 5,776 $0 155,916 D
Restricted Stock Units (1) 03/01/2021 M 625 (6) (6) Common Stock 625 $0 8,120 D
Stock Option $5.58 03/02/2021 M 40,000 (7) 03/02/2022 Common Stock 40,000 $0 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock.
2. Represents the withholding by the Company of certain of the vested shares of restricted stock to satisfy the minimum statutory tax obligations applicable to such transactions with the vested shares being included in treasury stock.
3. The transaction(s) reflected in this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on December 1, 2020 for options originally granted on March 2, 2012 that were due to expire within the next 12 months.
4. The price reported in Column 4 of Table I is a weighted average price. The shares were sold in multiple transactions at a price ranging from $15.54 to $15.98. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. Represents restricted stock units to acquire shares of the Company's common stock that vest in equal monthly installments over a period of three years following the grant date of May 26, 2020.
6. Represents restricted stock units to acquire shares of the Company's common stock that vest in equal monthly installments over a period of two years following the grant date of April 1, 2020.
7. Represents an option to purchase 40,000 shares of the Company's common stock, which vested periodically over a period of four years following the date of grant.
Remarks:
/s/ Michael D. Rumbolz by Todd A. Valli, Attorney-in-Fact 03/02/2021
** 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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