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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 6.59 | 11/15/2017 | M | 75,000 | (3) | 05/02/2024 | Common Stock | 75,000 | $ 0 | 145,000 | D | ||||
Employee Stock Option (Right to Buy) | $ 1.46 | 11/15/2017 | M | 21,863 | (4) | 05/13/2026 | Common Stock | 21,863 | $ 0 | 243,137 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIM JULIET 7250 S TENAYA WAY SUITE 100 LAS VEGAS, NV 89113 |
EVP |
/s/ Juliet Lim, Attorney-in-Fact | 11/17/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price of $8.30. These shares were sold in multiple transactions at prices ranging from $8.28 to $8.30, inclusive. The reporting person undertakes to provide to Everi Holdings Inc., any security holder of Everi Holdings Inc., 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 ranges set forth in this footnote and footnote (2) to this Form 4. |
(2) | The price reported in Column 4 is a weighted average price of $8.30. These shares were sold in multiple transactions at prices ranging from $8.26 to $8.35, inclusive. |
(3) | This grant is comprised of an option to purchase 220,000 shares of the Issuer's common stock, of which (i) 100,000 shares will vest in four equal installments on the first, second, third and fourth yearly anniversary date of the grant, and (ii) the remaining alance of the shares subject to the option grant will vest in up to three tranches, if upon conclusion of any period of thirty consecutive trading days prior to the fourth anniversary of the option grant, the average closing price of the Issuer's common stock on the New York Stock Exchange exceeds certain target closing prices of the Issuer's common stock. |
(4) | This grant is comprised of an option to purchase 87,450 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant as well as an option to purchase 177,550 shares of the Company's common stock that will vest in equal installments on each of the first four anniversary dates of the grant ("Vesting Date"); provided that as of the vesting date for each vesting tranche ("Tranche"), the closing price of the Company's shares on theNew York Stock Exchange is at least $2.19 ("Price Hurdle"). If the Price Hurdle is not met as of the Vesting Date for a Tranche, then the Tranche shall vest and become Vested Shares on the last day of a period of thirty (30) consecutive Trading Days during which the Closing Price is at least the Price Hurdle. |