Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Simmons Darren
2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2019
3. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [EVRI]
(Last)
(First)
(Middle)
7250 S. TENAYA WAY SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAS VEGAS, NV 89113
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,429
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 02/16/2020 Common Stock 1,050 $ 7.77 D  
Stock Option   (2) 03/01/2021 Common Stock 11,250 $ 3.41 D  
Stock Option   (3) 03/02/2022 Common Stock 14,584 $ 5.58 D  
Stock Option   (4) 03/06/2023 Common Stock 12,453 $ 7.09 D  
Stock Option   (5) 05/02/2024 Common Stock 45,000 $ 6.59 D  
Stock Option   (6) 04/22/2025 Common Stock 75,000 $ 7.74 D  
Stock Option   (7) 05/13/2026 Common Stock 50,000 $ 1.46 D  
Stock Option   (8) 03/08/2027 Common Stock 50,000 $ 3.29 D  
Restricted Stock Units   (9)   (9) Common Stock 16,000 $ (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simmons Darren
7250 S. TENAYA WAY SUITE 100
LAS VEGAS, NV 89113
      EVP  

Signatures

/s/ Darren Simmons by Todd A. Valli, Attorney-in-Fact 03/15/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents an option to purchase 1,050 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of February 16, 2010.
(2) Represents an option to purchase 11,250 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 1, 2011.
(3) Represents an option to purchase 14,584 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 2, 2012.
(4) Represents an option to purchase 12,453 shares of the Company's common stock, which have vested in 1/4 of shares at anniversary of the grant, and thereafter 1/36th of the remaining shares subject to the option grant vested on each monthly anniversary date of the option grant of March 6, 2013.
(5) Represents an option to purchase 45,000 shares of the Company's common stock, which have vested in equal installments on each of the first four anniversary dates of the grant of May 2, 2014.
(6) Represents an option to purchase 75,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of April 22, 2015.
(7) Represents an option to purchase 50,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of May 13, 2016.
(8) Represents an option to purchase 50,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates of the grant of March 8, 2017.
(9) Represents restricted stock units to acquire shares of the Company's common stock that will vest in equal installments on each of the first four anniversary dates of the grant of May 22, 2018.
(10) Each restricted stock unit represents a contingent right to receive one share of common stock.
 
Remarks:
Exhibit 24 - Limited Power of Attorney

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