SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Simmons Darren

(Last)

(First)

(Middle)

7250 S. TENAYA WAY SUITE 100

(Street)

LAS VEGAS

89113

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2019

3. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,429	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽¹⁾	02/16/2020	Common Stock	1,050	$7.77	D
Stock Option	⁽²⁾	03/01/2021	Common Stock	11,250	$3.41	D
Stock Option	⁽³⁾	03/02/2022	Common Stock	14,584	$5.58	D
Stock Option	⁽⁴⁾	03/06/2023	Common Stock	12,453	$7.09	D
Stock Option	⁽⁵⁾	05/02/2024	Common Stock	45,000	$6.59	D
Stock Option	⁽⁶⁾	04/22/2025	Common Stock	75,000	$7.74	D
Stock Option	⁽⁷⁾	05/13/2026	Common Stock	50,000	$1.46	D
Stock Option	⁽⁸⁾	03/08/2027	Common Stock	50,000	$3.29	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	16,000	⁽¹⁰⁾	D

Explanation of Responses:

1. Represents an option to purchase 1,050 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of February 16, 2010.

2. Represents an option to purchase 11,250 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 1, 2011.

3. Represents an option to purchase 14,584 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 2, 2012.

4. Represents an option to purchase 12,453 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 6, 2013.

5. Represents an option to purchase 45,000 shares of the Company's common stock, which have vested in equal installments on each of the first four anniversary dates of the grant of May 2, 2014.

6. Represents an option to purchase 75,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of April 22, 2015.

7. Represents an option to purchase 50,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of May 13, 2016.

8. Represents an option to purchase 50,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of March 8, 2017.

9. Represents restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first four anniversary dates of the grant of May 22, 2018.

10. Each restricted stock unit represents a contingent right to receive one share of common stock.

Remarks:

Exhibit 24 - Limited Power of Attorney

	/s/ Darren Simmons by Todd A. Valli, Attorney-in-Fact	03/15/2019
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.