Sec Form 4 Filing - LIM JULIET @ Everi Holdings Inc. - 2017-11-15

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 LIM JULIET 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, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2017 (Street) LAS VEGAS, NV89113 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 11/15/2017 S 14,000 D $ 8.3 ( 1 ) 43,370 D Common Stock 11/15/2017 M 75,000 A $ 6.59 118,370 D Common Stock 11/15/2017 S 75,000 D $ 8.3 ( 2 ) 43,370 D Common Stock 11/15/2017 M 21,863 A $ 1.46 65,233 D Common Stock 11/15/2017 S 21,863 D $ 8.3 ( 2 ) 43,370 D Common Stock 11/16/2017 S 17,652 D $ 8.46 25,718 D Common Stock 11/17/2017 S 5,000 D $ 8.65 20,718 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficiall y 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 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 Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIM JULIET 7250 S TENAYA WAY SUITE 100 LAS VEGAS, NV89113 EVP Signatures /s/ Juliet Lim, Attorney-in-Fact 11/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 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.

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).

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