13D Filing: Lone Star Value Management and ATRM Holdings Inc. (ATRM)

ATRM Holdings Inc. (NASDAQ:ATRM): Jeffrey E. Eberwein’s Lone Star Value Management filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Lone Star Value Investors 1,067,885 1,067,885 1,067,885 44.6%
LONE STAR VALUE CO-INVEST I 1,067,885 1,067,885 1,067,885 0%
Lone Star Value Investors GP 1,077,885 1,077,885 1,077,885 44.6%
Lone Star Value Management 1,097,885 1,097,885 1,097,885 45.0%
Jeffrey E. Eberwein 45.8%

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Page 1 of 10 – SEC Filing

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. 19)1

ATRM Holdings, Inc.

(Name
of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

04964A103

(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)

December 22, 2017

(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).

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Page 2 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
Lone Star Value Investors, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,067,885
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,067,885
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,885
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
LONE STAR VALUE CO-INVEST I, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
Lone Star Value Investors GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,067,885
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,067,885
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,885
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
Lone Star Value Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,077,885
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,077,885
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,885
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.0%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
Jeffrey E. Eberwein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,097,885
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,097,885
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,885*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
IN

* Includes 20,000 Shares owned directly by Mr. Eberwein granted under the Issuer’s 2014 Incentive Plan.

6

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Page 7 of 10 – SEC Filing

The following constitutes Amendment No.
19 to the Schedule 13D filed by the undersigned (“Amendment No. 19”). This Amendment No. 19 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 2,396,219 Shares outstanding as of November 7, 2017, which is the total number
of Shares outstanding as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission
on November 13, 2017.

A. Lone Star Value Investors
(a) As of the date hereof, Lone Star Value Investors beneficially owned 1,067,885 Shares.

Percentage: Approximately 44.6%

(b) 1. Sole power to vote or direct vote: 1,067,885
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,067,885
4. Shared power to dispose or direct the disposition: 0
(c) Lone Star Value Investors has not entered into any transactions in the securities of the Issuer
during the past 60 days.
B. Lone Star Value Co-Invest
(a) As of the date hereof, Lone Star Value Co-Invest did not beneficially own any Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Lone Star Value Co-Invest has not entered into any transactions in the securities of the Issuer
during the past 60 days.
C. Lone Star Value GP
(a) Lone Star Value GP, as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest,
may be deemed the beneficial owner of the 1,067,885 Shares owned by Lone Star Value Investors.

Percentage: Approximately 44.6%

(b) 1. Sole power to vote or direct vote: 1,067,885
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,067,885
4. Shared power to dispose or direct the disposition: 0
7

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Page 8 of 10 – SEC Filing

(c) Lone Star Value GP has not entered into any transactions in the securities of the Issuer during
the past 60 days.
D. Lone Star Value Management
(a) As of the date hereof, 10,000 Shares were held in the Separately Managed Account. Lone Star Value
Management, as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest and the Separately Managed Account,
may be deemed the beneficial owner of the (i) 1,067,885 Shares owned by Lone Star Value Investors and (ii) 10,000 Shares held in
the Separately Managed Account.

Percentage: Approximately 45.0%

(b) 1. Sole power to vote or direct vote: 1,077,885
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,077,885
4. Shared power to dispose or direct the disposition: 0
(c) Lone Star Value Management has not entered into any transactions in the securities of the Issuer
during the past 60 days.
E. Mr. Eberwein
(a) As of the date hereof, Mr. Eberwein directly owned 20,000 Shares. 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 (i) 1,067,885 Shares
owned by Lone Star Value Investors and (ii) 10,000 Shares held in the Separately Managed Account.

Percentage: Approximately 45.8%

(b) 1. Sole power to vote or direct vote: 1,097,885
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,097,885
4. Shared power to dispose or direct the disposition: 0
(c) Other than the 10,000 Shares granted to Mr. Eberwein under the Issuer’s
2014 Incentive Plan on December 18, 2017
, Mr. Eberwein has not entered into any transactions
in the securities of the Issuer 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 Persons.  Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

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

Item 6 is hereby amended
to add the following:

8

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Page 9 of 10 – SEC Filing

In relation to an
amendment to a Loan and Security Agreement by and among a wholly-owned subsidiary of the Issuer (the “Borrower”), the
Issuer and Gerber Finance Inc. (the “Lender”) effective December 22, 2017, Mr. Eberwein executed a Guaranty dated November
20, 2017 (the “Guaranty”) pursuant to which Mr. Eberwein, subject to certain limitations, agreed to guaranty to Lender
the prompt payment when due of all debts, liabilities and obligations of the Borrower to the Lender arising from certain permitted
overadvances extended to the Borrower under such Loan and Security Agreement up to $500,000. The foregoing description of the Guaranty
is qualified in its entirety by reference to the full text of the Guaranty, which is attached as Exhibit 99.1 hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby
amended to add the following exhibit:

99.1       Guaranty
Agreement.

9

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Page 10 of 10 – SEC Filing

SIGNATURES

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

Dated: December 28, 2017

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 Co-Invest I, 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
10

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