ATRM (ATRM) Form 4/A ATRM / 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)

C/O ATRM HOLDINGS, INC.

3050 ECHO LAKE AVENUE, SUITE 300

(Street)

MAHTOMEDI MN 55115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATRM Holdings, Inc. [ ATRM ]

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)
12/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/14/2015

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, $0.001 par value(1)	12/14/2015		P(2)		10,000	A	$2.9899(3)	10,000	I	By: Separately Managed Account(4)
Common Stock, $0.001 par value(1)								10,000	D
Common Stock, $0.001 par value(1)								1,067,885	I	By: Lone Star Value Investors, LP(5)

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)

C/O ATRM HOLDINGS, INC.

3050 ECHO LAKE AVENUE, SUITE 300

(Street)

MAHTOMEDI MN 55115

(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)

Explanation of Responses:

1. This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), 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 shares of Common Stock 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 shares of Common Stock for purposes of Section 16 or for any other purpose.

2. The purchases of shares reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by Lone Star Value Management on behalf of an account separately managed by Lone Star Value Management (the "Separately Managed Account I") on December 4, 2015.

3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.90 to $3.00, inclusive. The Reporting Persons undertake to provide the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price such shares were purchased, and the underlying identity of the separately managed account.

4. Shares held in 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.

5. 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.

	/s/ Jeffrey E. Eberwein	01/04/2016
	Lone Star Value Investors, LP; By: Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein	01/04/2016
	Lone Star Value Investors GP, LLC; By: /s/ Jeffrey E. Eberwein	01/04/2016
	Lone Star Value Management, LLC; By: /s/ Jeffrey E. Eberwein	01/04/2016
	** 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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