SEC Form 4 · accession 0001209191-18-051270

Everi Holdings Inc. · EVRI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Edward Adam Peters

Officer — EVP

Period of report

Sep 13, 2018

Accepted (ET)

Sep 17, 2018 · 6:02 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
Common Stock^F1	Sep 13, 2018	M	44,388	$1.46	A	60,388	D
Common Stock^F1,F2	Sep 13, 2018	S	44,388	$8.96	D	16,000	D
Common Stock^F1	Sep 13, 2018	M	15,612	$1.46	A	31,612	D
Common Stock^F1,F3	Sep 13, 2018	S	15,612	$9.16	D	16,000	D
Common Stock^F1	Sep 14, 2018	M	6,251	$1.46	A	22,251	D
Common Stock^F1	Sep 14, 2018	S	6,251	$9.50	D	16,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F1,F4	$1.46	Sep 13, 2018	M	44,388	D	—	May 13, 2026	Common Stock	44,388	133,162	D
Stock Option^F1,F5	$1.46	Sep 13, 2018	M	15,612	D	—	May 13, 2026	Common Stock	15,612	71,838	D
Stock Option^F1,F5	$1.46	Sep 14, 2018	M	6,251	D	—	May 13, 2026	Common Stock	6,251	65,587	D

Explanation of responses

F1The transaction(s) reflected in this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on August 13, 2018. The plan provides for a maximum number of options of 66,251 to be sold.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.63 to $9.06, inclusive. 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 ranges set forth in this footnote.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.00 to $9.25, inclusive. 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 ranges set forth in this footnote.
F4Represents 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 the New 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.
F5Represents 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.