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 OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

PETERS EDWARD ADAM	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	
(Last)          (First)          (Middle)

7250 S TENAYA WAY, #100	3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2018		
(Street)

LAS VEGAS, NV 89113
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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				

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 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					
Restricted Stock Units  	  (1)	5/22/2018  	 	A  	  	24000   	  	  (2)	  (2)	Common Stock  	24000  	$0.00  	24000  	D  	 	

Explanation of Responses:	
(1) 	Each restricted stock unit represents a contingent right to receive one share of common stock.	
(2) 	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 of the grant.	

Remarks:
Exhibit 24 - Limited Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
PETERS EDWARD ADAM
7250 S TENAYA WAY
#100
LAS VEGAS, NV 89113			EVP		

Signatures		
/s/ Edward A. Peters by Todd A. Valli, Attorney-in-Fact		5/24/2018	
** 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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints TODD A. VALLI as the undersigned's true and lawful
attorney-in-fact (the "Attorney-in Fact"), with full power of substitution and
resubstitution, with the power to act alone for the undersigned and in the
undersigned's name, place and stead, in any and all capacities to:

        1.      prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission ("SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required or considered advisable under Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or
regulation of the SEC;

        2.      prepare, execute and submit to the SEC, any national securities exchange or
securities quotation system and Everi Holdings Inc. (the "Company") any and all
reports (including any amendment thereto) of the undersigned required or
considered advisable under Section 16(a) of the Exchange Act, and the rules and
regulations thereunder, with respect to the equity securities of the Company,
including Forms 3, 4 and 5; and

        3.      seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's equity securities
from any third party, including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the Attorney-in-Fact.

        The undersigned acknowledges that:

        1.      this Limited Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act at his or her discretion on information provided to such
Attorney-in-Fact without independent verification of such information;

        2.      any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Limited Power of Attorney will be in such form and
will contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;

        3.      neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 16 of
the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement of
profits under Section 16(b) of the Exchange Act; and

        4.      this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section
16 of the Exchange Act, including, without, limitation, the reporting
requirements under Section 16(a) of the Exchange Act.

        The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Limited
Power of Attorney.

        This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned's holdings of and transactions in equity securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact.

        This Limited Power of Attorney shall be governed and construed in accordance
the laws of the State of Nevada without regard to conflict-of-law principles.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of January 26, 2018.

Signature:  /s/ Edward A. Peters