Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PETERS EDWARD ADAM
   2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [EVRI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP
(Last)
(First)
(Middle)
7250 S TENAYA WAY, #100		 3. Date of Earliest Transaction (Month/Day/Year)
09/13/2018
(Street)

LAS VEGAS, NV 89113		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/13/2018   M   44,388 (1) A $ 1.46 60,388 D  
Common Stock 09/13/2018   S   44,388 (1) D $ 8.96 (2) 16,000 D  
Common Stock 09/13/2018   M   15,612 (1) A $ 1.46 31,612 D  
Common Stock 09/13/2018   S   15,612 (1) D $ 9.16 (3) 16,000 D  
Common Stock 09/14/2018   M   6,251 (1) A $ 1.46 22,251 D  
Common Stock 09/14/2018   S   6,251 (1) D $ 9.5 16,000 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 1.46 09/13/2018   M     44,388 (1)   (4) 05/13/2026 Common Stock 44,388 $ 0 133,162 D  
Stock Option $ 1.46 09/13/2018   M     15,612 (1)   (5) 05/13/2026 Common Stock 15,612 $ 0 71,838 D  
Stock Option $ 1.46 09/14/2018   M     6,251 (1)   (5) 05/13/2026 Common Stock 6,251 $ 0 65,587 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PETERS EDWARD ADAM
7250 S TENAYA WAY
#100
LAS VEGAS, NV 89113		       EVP  

Signatures

 /s/ Edward A. Peters by Todd A. Valli, Attorney-in-Fact   09/17/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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 transaction(s) reflected in this Form 4 were effected pursuant to a 10b5-1 plan adopted by the reporting person on August 13, 2018. The plan provides for a maximum number of options of 66,251 to be sold.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.63 to $9.06, inclusive. 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 ranges set forth in this footnote.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.00 to $9.25, inclusive. 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 ranges set forth in this footnote.
(4) Represents 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 the New 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.
(5) Represents 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.

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