SEC Form 4 · accession 0000899243-15-005386
Everi Holdings Inc. · EVRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 23, 2015
Accepted (ET)
Sep 25, 2015 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001318568
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per shareF2,F1,F3 | Sep 23, 2015 | P | 53,520 | $5.228 | A | 4,187,467 | I | See Footnote |
| Common Stock, $0.001 par value per shareF2,F1,F4 | Sep 23, 2015 | P | 21,360 | $5.228 | A | 1,686,035 | I | See Footnote |
| Common Stock, $0.001 par value per shareF2,F1,F5 | Sep 23, 2015 | P | 7,120 | $5.228 | A | 926,004 | I | See Footnote |
| Common Stock, $0.001 par value per shareF6,F1,F3 | Sep 24, 2015 | P | 15,761 | $5.2114 | A | 4,203,228 | I | See Footnote |
| Common Stock, $0.001 par value per shareF6,F1,F4 | Sep 24, 2015 | P | 6,266 | $5.2114 | A | 1,692,301 | I | See Footnote |
| Common Stock, $0.001 par value per shareF6,F1,F5 | Sep 24, 2015 | P | 2,073 | $5.2114 | A | 928,077 | I | See Footnote |
| Common Stock, $0.001 par value per shareF1,F7 | holding | — | — | — | 1,206,347 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that MAST Capital Management, LLC ("MAST Capital") or David J. Steinberg, the principal of MAST Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 par value per share (the "Common Stock"), of Everi Holdings Inc. (the "Issuer") purchased by certain private investment funds advised by MAST Capital (collectively, the "MAST Accounts"). Pursuant to Rule 16a-1, both MAST Capital and Mr. Steinberg disclaim such beneficial ownership except to the extent of such person's pecuniary interest.
- F2The sales price represents a weighted average of the sales price for multiple transactions on the same trading day. The range of sales prices was $5.14 to $5.30. The Reporting Persons will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F3Mast OC I Master Fund LP, for which MAST Capital is the investment manager, holds 4,203,228 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund.
- F4Mast Select Opportunities Master Fund LP, for which MAST Capital is the investment manager, holds 1,692,301 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund.
- F5Mast Admiral Master Fund LP, for which MAST Capital is the investment manager, holds 928,077 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund.
- F6The sales price represents a weighted average of the sales price for multiple transactions on the same trading day. The range of sales prices was $5.17 to $5.26. The Reporting Persons will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F7Mast Credit Opportunities I Master Fund Limited, for which MAST Capital is the investment manager, holds 1,206,347 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund.