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^*

Eberwein Jeffrey E.

(Last)

(First)

(Middle)

1048 INDUSTRIAL COURT

(Street)

SUWANEE

30024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGIRAD CORP [ DRAD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2019

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)
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		J⁽¹⁾		4,419	A	⁽¹⁾	4,419	D
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		J⁽¹⁾		91	A	⁽¹⁾	91	I	By: Lone Star Value Investors GP, LLC⁽⁴⁾
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		J⁽¹⁾		8,932	A	⁽¹⁾	8,932	I	By: Jeffrey E. Eberwein Revocable Trust⁽⁵⁾
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		J⁽²⁾		218,986	A	⁽²⁾	227,918	I	By: Jeffrey E. Eberwein Revocable Trust⁽⁵⁾
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		J⁽²⁾		964,498	A	⁽²⁾	964,498	I	By: Lone Star Value Co-Invest I LP⁽⁶⁾
10% Series A Cumulative Perpetual Preferred Stock	09/10/2019		P		300,000⁽³⁾	A	$10	300,000	I	By: Lone Star Value Investors, LP⁽⁷⁾
Common Stock								88,166	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)
Put Option (Obligation to Buy)	$10	09/10/2019		S			100,000	⁽⁸⁾	⁽⁸⁾	10% Series A Cumulative Perpetual Preferred Stock	100,000	⁽⁸⁾	100,000	D

Explanation of Responses:

1. Acquired pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger by and among ATRM Holdings, Inc. ("ATRM"), Digirad Acquisition Corporation and the Issuer, dated as of July 3, 2019 (the "Merger Agreement"), in exchange for common stock of ATRM. Each share of ATRM common stock converted into the right to receive three one-hundredths (0.03) of a share of 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of the Issuer ("10% Preferred Stock").

2. Acquired pursuant to the Merger Agreement, in exchange for 10.00% Series B Cumulative Preferred Stock, par value $0.001 per share, of ATRM ("ATRM Preferred Stock"). Each share of ATRM Preferred Stock converted into the right to receive two and one-half (2.5) shares of 10% Preferred Stock.

3. Shares of 10% Preferred Stock purchased from the Issuer by Lone Star Value Investors, LP ("Lone Star Value Investors") in a private placement which closed on September 10, 2019, at a purchase price of $10 per share.

4. Securities owned directly by Lone Star Value Investors GP, LLC ("Lone Star Value GP"). Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, may be deemed to beneficially own the shares owned directly by Lone Star Value GP. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. Securities held in the Jeffrey E. Eberwein Revocable Trust (the "Eberwein Trust"). Mr. Eberwein, as the trustee of the Eberwein Trust, may be deemed to beneficially own the securities held in the Eberwein Trust. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. Securities owned directly by Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"). Mr. Eberwein, solely by virtue of his position as the sole investor and sole owner of Lone Star Value Co-Invest and the manager of Lone Star Value GP, the general partner of Lone Star Value Co-Invest, may be deemed to beneficially own the securities owned by Lone Star Value Co-Invest. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

7. Securities owned directly by Lone Star Value Investors. Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, the general partner of Lone Star Value Investors, and sole member of Lone Star Value Management, LLC, the investment manager of Lone Star Value Investors, may be deemed to beneficially own the securities owned by Lone Star Value Investors. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

8. Mr. Eberwein entered into an agreement with the Issuer, pursuant to which the Issuer has the right to require Mr. Eberwein to acquire up to 100,000 shares of 10% Preferred Stock at a price of $10 per share for aggregate proceeds of up to $1,000,000 at any time, in the Issuer's discretion, during the 12 months following the effective time of the Merger (as defined and described in the Merger Agreement).

	/s/ Jeffrey E. Eberwein	09/12/2019
	** 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 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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