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

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. 20)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, 1^st Floor

Old Greenwich, Connecticut 06870

(203)
489-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

January 12, 2018

(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).

^* Includes 10,000 Shares owned directly by Mr. Eberwein
granted under the Issuer’s 2014 Incentive Plan.

The following
constitutes Amendment No. 20 to the Schedule 13D filed by the undersigned (“Amendment No. 20”). This Amendment No.
20 amends the Schedule 13D as specifically set forth herein.

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.

Percentage: Approximately
44.6%

Percentage: 0%

Percentage: Approximately
44.6%

Percentage: Approximately
45.0%

Percentage: Approximately
45.4%

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 is hereby amended
to add the following:

On
January 12, 2018, Lone Star Value Co-Invest entered into a Securities Purchase Agreement (the “January 2018 Securities Purchase
Agreement”) with the Issuer pursuant to which Lone Star Value Co-Invest purchased, for $500,000, an unsecured promissory
note made by the Issuer in the principal amount of $500,000 (the “Co-Invest January 2018 Note”), bearing interest at
10.0% per annum (provided, however that interest may be paid in-kind (PIK Interest) at an annual rate of 12% (versus the 10% interest
rate applied to cash payments) in the manner specified in the Co-Invest January 2018 Note), with interest payable semiannually
and any unpaid principal and interest due on January 12, 2020. The foregoing description of the terms of the January 2018 Securities
Purchase Agreement and Co-Invest January 2018 Note is not complete and is qualified in its entirety by reference to the text of
the January 2018 Securities Purchase Agreement and Co-Invest January 2018 Note, which are attached as Exhibits 99.1 and 99.2 hereto,
respectively, and are incorporated herein by reference.

The
Issuer’s obligations to Lone Star Value Co-Invest, including its obligations with respect to the Co-Invest January 2018 Note,
remain subject to the Co-Invest Subordination Agreement (as defined and described in Amendment No. 14 to the Schedule 13D).

Item 7 is hereby
amended to add the following exhibits:

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: January 17, 2018