Lone Star Value Management SC 13D/A AMERI Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

AMERI Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02362F104

(CUSIP Number)

JEFFREY E. EBERWEIN

LONE STAR VALUE MANAGEMENT, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 25, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 02362F104

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,111,143
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,111,143
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,111,143*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.5%*
14	TYPE OF REPORTING PERSON PN

* Includes 2,777,778 Shares issuable upon the conversion of the Convertible Note (as defined in Amendment No. 3 to the Schedule 13D) and 2,777,777 Shares issuable upon the exercise of the Warrant (as defined in Amendment No. 3 to the Schedule 13D).

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CUSIP NO. 02362F104

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,111,143
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,111,143
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,111,143*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.5%*
14	TYPE OF REPORTING PERSON OO

* Includes 2,777,778 Shares issuable upon the conversion of the Convertible Note (as defined in Amendment No. 3 to the Schedule 13D) and 2,777,777 Shares issuable upon the exercise of the Warrant (as defined in Amendment No. 3 to the Schedule 13D).

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CUSIP NO. 02362F104

1	NAME OF REPORTING PERSON LONE STAR VALUE MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,121,273
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,121,273
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,121,273*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6%*
14	TYPE OF REPORTING PERSON OO

* Includes 2,777,778 Shares issuable upon the conversion of the Convertible Note (as defined in Amendment No. 3 to the Schedule 13D) and 2,777,777 Shares issuable upon the exercise of the Warrant (as defined in Amendment No. 3 to the Schedule 13D).

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CUSIP NO. 02362F104

1	NAME OF REPORTING PERSON JEFFREY E. EBERWEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,121,273
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 6,121,273
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,121,273*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6%*
14	TYPE OF REPORTING PERSON IN

* Includes 2,777,778 Shares issuable upon the conversion of the Convertible Note (as defined in Amendment No. 3 to the Schedule 13D) and 2,777,777 Shares issuable upon the exercise of the Warrant (as defined in Amendment No. 3 to the Schedule 13D).

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CUSIP NO. 02362F104

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 11,639,066 Shares outstanding as of November 16, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 23, 2015.

A. Lone Star Value Investors

(a) As of the close of business on November 30, 2015 Lone Star Value Investors beneficially owned 6,111,143 Shares, including 2,777,778 Shares issuable upon the conversion of the Convertible Note and 2,777,777 Shares issuable upon the exercise of the Warrant (each as defined in Amendment No. 3 to the Schedule 13D).

Percentage: Approximately 35.5%

(b) 1. Sole power to vote or direct vote: 6,111,143

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 6,111,143

4.  Shared power to dispose or direct the disposition: 0

(c) Lone Star Value Investors has not entered into any transactions in the Shares during the past sixty days.

B. Lone Star Value GP

(a) Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 6,111,143 Shares beneficially owned by Lone Star Value Investors.

Percentage: Approximately 35.5%

(b) 1. Sole power to vote or direct vote: 6,111,143

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 6,111,143

4.  Shared power to dispose or direct the disposition: 0

(c) Lone Star Value GP has not entered into any transactions in the Shares during the past sixty days.

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CUSIP NO. 02362F104

C. Lone Star Value Management

(a) Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the 6,121,273 Shares beneficially owned by Lone Star Value Investors.

                               Percentage: Approximately 35.6%

(b) 1. Sole power to vote or direct vote: 6,121,273

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 6,121,273

4.  Shared power to dispose or direct the disposition: 0

(c) Lone Star Value Management has not entered into any transactions in the Shares during the past 60 days.

D. Mr. Eberwein

(a) 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 6,121,273 Shares beneficially owned by Lone Star Value Investors.

Percentage: Approximately 35.6%

(b) 1.  Sole power to vote or direct vote: 6,121,273

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 6,121,273

4.  Shared power to dispose or direct the disposition: 07

(c) Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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CUSIP NO. 02362F104

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On November 25, 2015, Lone Star Value Management, on behalf of certain of a certain managed account, terminated that certain Purchase Trading Plan Agreement with Williams Trading, LLC (“Williams Trading”), dated June 3, 2015, as further described in Amendment No. 4 to the Schedule 13D.

On November 25, 2015, Lone Star Value Management, on behalf of a certain managed account, entered into a Purchase Trading Plan Agreement (the “Agreement”) with Williams Trading for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.

The Agreement allows for the purchase of up to an aggregate of 30,000 Shares by Williams Trading on behalf of Lone Star Value Management. Shares purchased pursuant to the Agreement may only be purchased in accordance with trading requirements adopted by Lone Star Value Management, and there can be no assurance as to how many Shares, if any, will be purchased pursuant to the Agreement or at what price any such Shares will be purchased.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 4, 2015, Mr. Eberwein, in his capacity as the Chairman of the Board of the Issuer, was awarded 20,227 restricted stock units, representing the right to receive, at settlement, one Share, pursuant to the Issuer’s 2015 Equity Incentive Award Plan. The restricted stock units vest on August 4, 2016.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Purchase Trading Plan Agreement between Lone Star Value Management, LLC and Williams Trading, LLC, dated November 25, 2015.

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CUSIP NO. 02362F104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 30, 2015

Lone Star Value Investors, LP
By:	Lone Star Value Investors GP, LLC General Partner
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Investors GP, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Management, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Sole Member

/s/ Jeffrey E. Eberwein

JEFFREY E. EBERWEIN

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