13D Filing: Lone Star Value Management and Atrm Holdings Inc. (NASDAQ: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.16)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)

March 31, 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).

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

The following constitutes
Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the
Schedule 13D as specifically set forth herein.

Item 2(e) is hereby amended
and restated to read as follows:

Other
than as set forth herein, no Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Lone Star Value Management and Mr. Eberwein are each subject to a Securities and
Exchange Commission (“SEC”) administrative order, dated February 14, 2017 (File No. 3-17847), relating to alleged violations
of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder,
including failing to disclose the members of a stockholder group, and further allegations that Mr. Eberwein violated Section 16(a)
of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership
on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to
cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated
thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein agreed to cease and desist from committing or
causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (y) Section
16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a civil penalty to the SEC in the amount of
$90,000.

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 2,496,219 Shares outstanding as of April 6, 2017, which is the
total number of Shares outstanding as reported to the Reporting Persons by the Issuer on April 6, 2017.

Percentage: Approximately
42.8%

Percentage: 0%

Percentage: Approximately
42.8%

Percentage: Approximately
43.2%

Percentage: Approximately
43.6%

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.

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 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: April 6, 2017