Sec Form 4 Filing - Eberwein Jeffrey E. @ ATRM Holdings, Inc. - 2019-09-06

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Eberwein Jeffrey E.
2. Issuer Name and Ticker or Trading Symbol
ATRM Holdings, Inc. [ ATRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
53 FOREST AVENUE, 1ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2019
(Street)
OLD GREENWICH, CT06870
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.001 par value 09/06/2019 A 10,000 ( 1 ) A $ 0 445,012 D
Common Stock, $0.001 par value ( 2 ) 09/10/2019 D 445,012 D 0 D
Common Stock, $0.001 par value ( 2 ) 09/10/2019 D 3,005 D 0 I By: Lone Star Value Investors GP, LLC ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eberwein Jeffrey E.
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT06870
X X
Lone Star Value Investors LP
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT06870
X
Lone Star Value Investors GP LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT06870
X
Lone Star Value Management LLC
53 FOREST AVENUE, 1ST FLOOR
OLD GREENWICH, CT06870
X
Signatures
/s/ Jefferey E. Eberwein 09/12/2019
Signature of Reporting Person Date
/s/ Lone Star Value Investors, LP, by: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein, Auth Sig 09/12/2019
Signature of Reporting Person Date
/s/ Lone Star Value Investors GP, LLC, by: By: /s/ Jeffrey E. Eberwein, Authorized Signatory 09/12/2019
Signature of Reporting Person Date
/s/ Lone Star Management LLC, By: /s/ Jeffrey E. Eberwein, Authorized Signatory 09/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of restricted stock granted under the Issuer's 2014 Incentive Plan, which will vest on the one-year anniversary of the grant date or upon a change of control.
( 2 )This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Prior to the merger, Mr. Eberwein is a director of the Issuer and Mr. Eberwein and Lone Star Value GP owned in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 3 )Each share of Common Stock disposed of pursuant to that certain Agreement and Plan of Merger, dated as of July 3, 2019, by and among the Company, Digirad Corporation and Digirad Acquisition Corporation, a newly-formed subsidiary of Parent in exchange for 0.03 shares of Digirad Series A Preferred Stock. In addition, all restricted stock grants were fully vested pursuant to the terms of the change in control.

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