Sec Form 4 Filing - Eberwein Jeffrey E. @ AMERI Holdings, Inc. - 2017-11-17

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 AMERI Holdings, Inc. [ AMRH] 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) 11/17/2017 (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 ( 1 ) 27,066 D Common Stock ( 1 ) 83,308 I By: Separately Managed Account ( 2 ) Common Stock ( 1 ) 13,910 I By: Lone Star Value Co-Invest I, LP ( 3 ) 9.00% Series A Cumulative Preferred Stock ( 1 ) 383,985 I By: Lone Star Value Investors, LP ( 4 ) Common Stock ( 1 ) 11/17/2017 P 100,000 A $ 4.115 2,972,592 I By: Lone Star Value Investors, LP ( 4 )

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 Warrant (Right to Buy) ( 5 ) $ 4.115 11/17/2017 P 100,000 ( 5 ) 11/17/2017 11/21/2022 Common Stock 100,000 $ 0.01 100,000 I By: Lone Star Value Investors, LP ( 4 )

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 Lone Star Value Co-Invest I, LP 53 FOREST AVENUE, 1ST FLOOR OLD GREENWICH, CT06870 X Signatures By: Jeffrey E. Eberwein 11/21/2017 Signature of Reporting Person Date Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory 11/21/2017 Signature of Reporting Person Date Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory 11/21/2017 Signature of Reporting Person Date Lone Star Value Management, LLC; By: Jeffrey E. Eberwein, Authorized Signatory 11/21/2017 Signature of Reporting Person Date Lone Star Value Co-Invest I, LP; By: Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory 11/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), 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"). Mr. Eberwein is a director of the Issuer and each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities 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 securities for purposes of Section 16 or for any other purpose. ( 2 )Shares held in an account separately managed by Lone Star Value Management (the "Separately Managed Account I"). Lone Star Value Management, as the investment manager of the Separately Managed Account I, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I; and Jeffrey Eberwein, as the sole member of Lone Star Value Management may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )Securities owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. ( 4 )Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )The warrant gives Lone Star Value Investors the right to purchase up to 100,000 shares of common stock at an exercise price equal to $4.115 per share. The warrant will expire on November 21, 2022.

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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