SEC FORM 4

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^*

TAYLOR RANDY L

(Last)

(First)

(Middle)

7250 S. TENAYA WAY

SUITE 100

(Street)

LAS VEGAS

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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/29/2023		P		5,000⁽¹⁾	A	$14.27⁽²⁾	522,622	D
Common Stock	08/29/2023		M		60,000⁽³⁾	A	$6.59	582,622	D
Common Stock	08/29/2023		F		27,786⁽⁴⁾	D	$6.59	554,836	D
Common Stock	08/29/2023		F		12,676⁽⁵⁾	D	$14.23	542,160	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$6.59	08/29/2023		M			60,000	⁽⁶⁾	05/02/2024	Common Stock	60,000	$0	0	D

Explanation of Responses:

1. Represents shares of common stock of the Company purchased in the open market on August 29, 2023.

2. 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 $14.26 to $14.27. 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.

3. The transaction reflected in this Form 4 was for options originally granted on May 2, 2014 that would have expired within the next nine months. As indicated in Table I, as of the date of this report, the reporting person is continuing to hold the shares of common stock acquired upon exercise, net of shares withheld for the aggregate exercise price and tax withholding obligation.

4. Represents the withholding by the Company of shares of common stock acquired upon the exercise of stock options in respect of the aggregate exercise price of the options in a total amount equal to the number of options exercised multiplied by the exercise price per share thereof with the withheld shares being included in treasury stock.

5. Represents the withholding by the Company of shares of common stock acquired upon the exercise of stock options to satisfy the statutory tax obligation applicable to such transactions with the withheld shares being included in treasury stock.

6. Represents remaining options from the grant that occurred on May 2, 2014 to purchase 100,000 shares of the Company's common stock, which vested periodically over a period of four years following the date of grant.

Remarks:

	/s/ Randy L.Taylor by Todd A. Valli, Attorney-in-Fact	08/30/2023
	** 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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