SEC Form 4 · accession 0001179110-17-014346
Everi Holdings Inc. · EVRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Juliet Lim
Officer — EVP
Period of report
Nov 15, 2017
Accepted (ET)
Nov 17, 2017 · 8:13 pm EST
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 StockF1 | Nov 15, 2017 | S | 14,000 | $8.30 | D | 43,370 | D | |
| Common Stock | Nov 15, 2017 | M | 75,000 | $6.59 | A | 118,370 | D | |
| Common StockF2 | Nov 15, 2017 | S | 75,000 | $8.30 | D | 43,370 | D | |
| Common Stock | Nov 15, 2017 | M | 21,863 | $1.46 | A | 65,233 | D | |
| Common StockF2 | Nov 15, 2017 | S | 21,863 | $8.30 | D | 43,370 | D | |
| Common Stock | Nov 16, 2017 | S | 17,652 | $8.46 | D | 25,718 | D | |
| Common Stock | Nov 17, 2017 | S | 5,000 | $8.65 | D | 20,718 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $6.59 | Nov 15, 2017 | M | 75,000 | D | — | May 2, 2024 | Common Stock | 75,000 | 145,000 | D |
| Employee Stock Option (Right to Buy)F4 | $1.46 | Nov 15, 2017 | M | 21,863 | D | — | May 13, 2026 | Common Stock | 21,863 | 243,137 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price of $8.30. These shares were sold in multiple transactions at prices ranging from $8.28 to $8.30, inclusive. The reporting person undertakes to provide to Everi Holdings Inc., any security holder of Everi Holdings Inc., 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 ranges set forth in this footnote and footnote (2) to this Form 4.
- F2The price reported in Column 4 is a weighted average price of $8.30. These shares were sold in multiple transactions at prices ranging from $8.26 to $8.35, inclusive.
- F3This grant is comprised of an option to purchase 220,000 shares of the Issuer's common stock, of which (i) 100,000 shares will vest in four equal installments on the first, second, third and fourth yearly anniversary date of the grant, and (ii) the remaining alance of the shares subject to the option grant will vest in up to three tranches, if upon conclusion of any period of thirty consecutive trading days prior to the fourth anniversary of the option grant, the average closing price of the Issuer's common stock on the New York Stock Exchange exceeds certain target closing prices of the Issuer's common stock.
- F4This grant is comprised of an option to purchase 87,450 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant as well as an option to purchase 177,550 shares of the Company's common stock that will vest in equal installments on each of the first four anniversary dates of the grant ("Vesting Date"); provided that as of the vesting date for each vesting tranche ("Tranche"), the closing price of the Company's shares on theNew York Stock Exchange is at least $2.19 ("Price Hurdle"). If the Price Hurdle is not met as of the Vesting Date for a Tranche, then the Tranche shall vest and become Vested Shares on the last day of a period of thirty (30) consecutive Trading Days during which the Closing Price is at least the Price Hurdle.