Sec Form 3 Filing - Labay Mark F. @ Everi Holdings Inc. - 2020-04-01

FORM 3 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 Labay Mark F. 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, CFO (Last) (First) (Middle) 7250 S. TENAYA WAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2020 (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 ( 1 ) 2,210 D

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 Stock Option ( 1 ) $ 3.41 ( 2 ) 03/01/2021 Common Stock 30,000 D Stock Option ( 1 ) $ 5.58 ( 3 ) 03/02/2022 Common Stock 28,000 D Stock Option ( 1 ) $ 1.46 ( 4 ) 05/13/2026 Common Stock 50,000 D Stock Option ( 1 ) $ 3.29 ( 5 ) 03/08/2027 Common Stock 45,000 D Restricted Stock Units ( 1 ) ( 7 ) ( 6 ) ( 6 ) Common Stock 9,000 ( 6 ) D Restricted Stock Units ( 1 ) ( 7 ) ( 8 ) ( 8 ) Common Stock 17,000 D Restricted Stock Units ( 1 ) ( 7 ) ( 9 ) ( 9 ) Common Stock 7,754 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Labay Mark F. 7250 S. TENAYA WAY SUITE 100 LAS VEGAS, NV89113 EVP, CFO Signatures /s/ Mark F. Labay by Todd A. Valli, Attorney-in-Fact 04/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the appointment as Executive Vice President, Chief Financial Officer and Treasurer, Mr. Labay also became a Section 16 Officer effective April 1, 2020. ( 2 )Represents an option to purchase 30,000 shares of the Company's common stock, which vested over a period of four years from the date of grant of March 1, 2011. ( 3 )Represents an option to purchase 28,000 shares of the Company's common stock, which vested over a period of four years from the date of grant of March 2, 2012. ( 4 )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 from the date of grant of May 13, 2016. ( 5 )Represents an option to purchase 45,000 shares of the Company's common stock, which will vest in equal installments on each of the first four anniversary dates from the date of grant of March 8, 2017. ( 6 )Represents restricted stock units to originally acquire 12,000 shares of the Company's common stock that will vest in equal installments on each of the first four anniversary dates from the date of grant of May 22, 2018. ( 7 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 8 )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 from the date of grant of May 1, 2019. ( 9 )Represents restricted stock units to acquire shares of the Company's common stock that will fully vest in six months from the date of grant of March 13, 2020.

Remarks: Exhibit 24 - Limited Power of Attorney

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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