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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* TAYLOR RANDY L (Last) (First) (Middle) 7250 S. TENAYA WAY SUITE 100 (Street) LAS VEGAS NV 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) 05/10/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/10/2024		M		16,667(1)	A	$0	558,827	D
Common Stock	05/10/2024		M		32,934(1)	A	$0	591,761	D
Common Stock	05/10/2024		M		22,233(1)	A	$0	613,994	D
Common Stock	05/14/2024(2)		S		6,680(3)	D	$7.62	607,314	D
Common Stock	05/14/2024(2)		S		13,192(3)	D	$7.61	594,122	D
Common Stock	05/14/2024(2)		S		8,841(3)	D	$7.73	585,281	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/10/2024		M			16,667	(4)	(4)	Common Stock	16,667	$0	16,666	D
Restricted Stock Units	(1)	05/10/2024		M			32,934	(5)	(5)	Common Stock	32,934	$0	65,866	D
Restricted Stock Units	(1)	05/10/2024		M			22,233	(6)	(6)	Common Stock	22,233	$0	22,233	D

Explanation of Responses:

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

2. The transaction reported on this line item on Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction. The settlement of the restricted stock units, which occurred on May 10, 2024, was deferred to align with the Issuer's quarterly open trading window.

3. Represents the sale of shares of common stock initially acquired upon the settlement of restricted stock units and which were subsequently sold to satisfy the statutory tax obligation applicable to such settlement, in accordance with the Issuer's mandatory "sell to cover" policy" as described in footnote 2.

4. Represents an original award of 50,000 restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first three anniversary dates following the date of grant of April 1, 2022.

5. Represents an original award of 98,800 restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first three anniversary dates following the date of grant of May 2, 2023.

6. Represents an original award of 66,700 restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first three anniversary dates following the date of grant of May 3, 2022.

Remarks:

	/s/ Randy L. Taylor by Todd A. Valli, Attorney-in-Fact	05/14/2024
	** 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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