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

E.

Mr. Eberwein

(a)

As of the date hereof, Mr Eberwein directly owned 10,000 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
43.6%

(b)

1. Sole power to vote or direct vote: 1,087,885 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,087,885 4. Shared power to dispose or direct the disposition: 0

(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.

Item 6.

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

Item

6 is hereby amended to add the following:

Effective March 31,
2017, Lone Star Value Co-Invest entered into a Securities Purchase Agreement (the “March 2017 Securities Purchase Agreement”)
with the Issuer, pursuant to which Lone Star Value Co-Invest purchased, for $500,000 in cash, an unsecured promissory note made
by the Issuer in the principal amount of $500,000 (the “Co-Invest March 2017 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) at the discretion of Lone Star Value Co-Invest in the manner specified in the Co-Invest March 2017 Note),
with interest payable semiannually and any unpaid principal and interest due on April 1, 2019. The Issuer may prepay the Co-Invest
March 2017 Note at any time after a specified amount of advance notice to Lone Star Value Co-Invest. The foregoing description
of the terms of the March 2017 Securities Purchase Agreement and Co-Invest March 2017 Note is not complete and is qualified in
its entirety by reference to the text of the March 2017 Securities Purchase Agreement and Co-Invest March 2017 Note, which are
attached as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibits:

99.1

March 2017 Securities Purchase Agreement, dated March 31, 2017.

99.2

Co-Invest March 2017 Note, dated March 31, 2017.