X0306 4 2015-09-18 0 0001318568 Everi Holdings Inc. EVRI 0001429074 Mast Capital Management, LLC 200 CLARENDON STREET 51ST FLOOR BOSTON MA 02116 0 0 1 0 0001429076 Steinberg David J. 200 CLARENDON STREET 51ST FLOOR BOSTON MA 02116 0 0 1 0 Common Stock, $0.001 par value per share 2015-09-18 4 P 0 444233 5.3485 A 4114327 I See Footnote Common Stock, $0.001 par value per share 2015-09-18 4 P 0 177100 5.3485 A 1656875 I See Footnote Common Stock, $0.001 par value per share 2015-09-18 4 P 0 58667 5.3485 A 916304 I See Footnote Common Stock, $0.001 par value per share 1206347 I See Footnote The filing of this Form 4 shall not be construed as an admission that MAST Capital Management, LLC ("MAST Capital") or David J. Steinberg, the principal of MAST Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 par value per share (the "Common Stock"), of Everi Holdings Inc. (the "Issuer") purchased by certain private investment funds advised by MAST Capital (collectively, the "MAST Accounts"). Pursuant to Rule 16a-1, both MAST Capital and Mr. Steinberg disclaim such beneficial ownership except to the extent of such person's pecuniary interest. The sales price represents a weighted average of the sales price for multiple transactions on the same trading day. The range of sales prices was $5.24 to $5.50. The Reporting Persons will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Mast OC I Master Fund LP, for which MAST Capital is the investment manager, holds 4,114,327 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund. Mast Select Opportunities Master Fund LP, for which MAST Capital is the investment manager, holds 1,656,875 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund. Mast Admiral Master Fund LP, for which MAST Capital is the investment manager, holds 916,304 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund. Mast Credit Opportunities I Master Fund Limited, for which MAST Capital is the investment manager, holds 1,206,347 shares of Common Stock of the Issuer. David J. Steinberg reports the Common Stock held indirectly by MAST Capital because, as the principal of MAST Capital at the time of purchase, he controlled the disposition and voting of the securities. MAST Capital has the right to an asset-based fee relating the above fund. /s/ David J., Steinberg, Authorized Person of MAST Capital Management, LLC 2015-09-21 /s/ David J. Steinberg 2015-09-21