Lone Star Value Investors GP Form 4 AMERI / Jeffrey E. Eberwein ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Eberwein Jeffrey E.

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)	07/09/2018		J(2)		1,135,768	A	$0	1,182,932	D
Common Stock(1)	07/09/2018		J(3)		2,972,592	D	$0	0	I	By: Lone Star Value Investors, LP(4)
9.00% Series A Cumulative Preferred Stock(1)	07/09/2018		J(5)		405,395	D	$0	0	I	By: Lone Star Value Investors, LP(4)
9.00% Series A Cumulative Preferred Stock(1)	07/09/2018		J(6)		154,893	A	$0	154,893	D
Common Stock(1)								13,910	I	By: Lone Star Value Co-Invest I, LP(7)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Eberwein Jeffrey E.

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Value Investors LP

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Value Investors GP LLC

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Value Management LLC

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Value Co-Invest I, LP

(Last) (First) (Middle)

53 FOREST AVENUE, 1ST FLOOR

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

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. On July 9, 2018, Lone Star Value Investors engaged in a pro rata in-kind distribution of 2,972,592 shares of common stock to its partners for no consideration (the "Lone Star Value Distribution"). Mr. Eberwein received 1,135,768 shares of common stock in the Lone Star Value Distribution.

3. Represents the distribution of all shares of common stock of the Issuer held by Lone Star Value Investors pursuant to the Lone Star Value Distribution.

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 for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Represents the distribution of all shares of 9.00% Series A Cumulative Preferred Stock ("Preferred Stock") of the Issuer held by Lone Star Value Investors pursuant to the Lone Star Value Distribution.

6. Mr. Eberwein received 154,893 shares of Preferred Stock in the Lone Star Value Distribution.

7. 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 for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	By: Jeffrey E. Eberwein	07/16/2018
	Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory	07/16/2018
	Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory	07/16/2018
	Lone Star Value Management, LLC; By: Jeffrey E. Eberwein, Authorized Signatory	07/16/2018
	Lone Star Value Co-Invest I, LP; By: Lone Star Value Investors GP, LLC; By: Jeffrey E. Eberwein, Authorized Signatory	07/16/2018
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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