Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CHADHA PAR
2. Issuer Name and Ticker or Trading Symbol
Exela Technologies, Inc. [ XELA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
8550 WEST DESERT INN ROAD, SUITE 102-452
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2019
(Street)
LAS VEGAS, NV89117
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Common Stock, par value $0.0001 per share (''Common Stock'') 78,244 D
Common Stock ( 1 ) ( 10 ) 233,872 I See Footnotes ( 1 ) ( 3 )
Common Stock ( 1 ) ( 10 ) 165,086 I See Footnotes ( 1 ) ( 3 )
Common Stock ( 1 ) ( 10 ) 206,358 I See Footnotes ( 1 ) ( 3 )
Common Stock ( 1 ) ( 10 ) 1,250,000 I See Footnotes ( 1 ) ( 3 )
Common Stock ( 1 ) ( 10 ) 46,500 I See Footnotes ( 1 ) ( 3 )
Common Stock ( 2 ) ( 3 ) ( 10 ) 06/25/2019 S 6,012,108 D $ 1.65 71,295,076 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Unit ( 4 ) ( 5 ) ( 4 ) ( 4 ) Common Stock 12,324 12,324 D
Restricted Stock Unit ( 6 ) ( 5 ) ( 6 ) ( 6 ) Common Stock 59,574 59,574 D
Series A Convertible Preferred Stock ( 2 ) ( 3 ) ( 10 ) ( 7 ) ( 8 ) ( 7 )( 8 ) ( 7 )( 8 ) Common Stock 3,263,473 2,669,233 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Exchangeable Preferred Interests ( 9 ) ( 10 ) $ 1.65 ( 9 ) 06/25/2019 J 316.56 ( 9 ) ( 9 ) Common Stock 191,857 ( 9 ) $ 1.65 ( 9 ) 191,857 ( 9 ) I See Footnotes ( 2 ) ( 3 ) ( 9 )
Exchangeable Preferred Interests ( 9 ) ( 10 ) $ 1.65 ( 9 ) 06/25/2019 J 395.7 ( 9 ) ( 9 ) Common Stock 239,822 ( 9 ) $ 1.65 ( 9 ) 239,822 ( 9 ) I See Footnotes ( 2 ) ( 3 ) ( 9 )
Exchangeable Preferred Interests ( 9 ) ( 10 ) $ 1.65 ( 9 ) 06/25/2019 J 448.46 ( 9 ) ( 9 ) Common Stock 271,798 ( 9 ) $ 1.65 ( 9 ) 271,798 ( 9 ) I See Footnotes ( 2 ) ( 3 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHADHA PAR
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HOV Capital III LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
Adesi 234 LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
hof 2 llc
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HOVS LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HOV Services Ltd
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HandsOn Fund 4 I, LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HandsOn Global Management, LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
HandsOn 3, LLC
8550 WEST DESERT INN ROAD, SUITE 102-452
LAS VEGAS, NV89117
X X
Signatures
/s/ Par Chadha 06/27/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ex-Sigma 2 LLC, a Delaware limited liability company ("Ex Sigma 2"), directly owns the following securities of the Issuer: (a) 71,295,076 shares of Common Stock and (b) 2,669,233 shares of Preferred Stock. HandsOn Global Management, LLC, a Delaware limited liability company ("HGM"), directly owns 1,250,000 shares of Common Stock. HandsOn 3, LLC, a Nevada limited liability company ("HOF 3"), directly owns 46,500 shares of Common Stock. HOF 2 LLC, a Nevada limited liability company ("HOF 2"), directly owns 233,872 shares of Common Stock. Adesi 234 LLC, a Nevada limited liability company ("Adesi"), directly owns 165,086 shares of Common Stock. HOVS LLC, a Delaware limited liability company ("HOVS") directly owns 206,358 shares of Common Stock. On June 25, 2019, each of HOF2, Adesi and HOVS purchased shares of Common Stock from Ex Sigma 2.
( 2 )Ex-Sigma 2 is a wholly-owned subsidiary of Ex-Sigma LLC, a Delaware limited liability company ("Ex-Sigma"). HOVS, HandsOn Fund 4 I, LLC, a Nevada limited liability company ("HOF 4"), and HOV Capital III, LLC, a Nevada limited liability company ("HOV 3") each directly own equity interests in Ex-Sigma. HOVS is a wholly-owned subsidiary of HOV Services Ltd., an Indian limited company ("HOV Services" and together with Ex-Sigma, Ex Sigma 2, HGM, HOVS, HOF2, HOF 4, HOV 3, and Adesi, the "HGM Group")).
( 3 )Adesi and HOF 2 LLC together own a majority of HOF 4. Adesi and HOF 2, own a majority of the equity interests of HOV 3. Mr. Par Chadha may be deemed to control HOF 3 and the HGM Group. The direct and indirect equity owners in Ex Sigma 2 identified above and HGM may be deemed to beneficially own any shares of the Issuer owned by the entities in which they are beneficial owners. Each member of the HGM Group disclaims beneficial ownership of any shares of the Issuer owned by any other member of the HGM Group, except to the extent of its pecuniary interest therein.
( 4 )On April 2, 2018, the reporting person was granted 36,968 restricted stock units pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. The remainder of this award will vest immediately prior to the 2020 annual meeting of the stockholders of Exela Technologies, Inc.
( 5 )Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
( 6 )Non-employee director equity compensation pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. This award will vest in full immediately prior to the 2020 annual meeting of the stockholders of Exela Technologies, Inc.
( 7 )Ex-Sigma 2 owns 2,669,233 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into the number of shares of Common Stock equal to the Applicable Conversion Rate (as defined in the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock (the "Certificate of Designation")) in effect as of the date of such conversion.
( 8 )The initial Applicable Conversion Rate is 1.2226 shares of Common Stock for each share of Preferred Stock, which rate will increase following the third anniversary of the date of issue, (x) at the election of the holder, or (y) at the election of the Company from and after the time that the weighted average price of the Common Stock equals or exceeds $24 for at least 5 consecutive days on which trading in the Common Stock generally occurs on the Nasdaq Stock Market. The shares of Series A Convertible Preferred Stock have no expiration date.
( 9 )On June 25, 2019, HOF 2 purchased 448.46 Exchangeable Preferred Interests, Adesi purchased 316.56 Exchangeable Preferred Interests and HOVS purchased 395.70 Exchangeable Preferred Interests. The Exchangeable Preferred Interests are equity interests in Ex-Sigma, that, subject to certain terms and conditions, are exchangeable into the shares of Common Stock reported on Table I of this Form 4. The Exchangeable Preferred Interests are exchangeable into a number of shares of Common Stock equal to the purchase price of such interests, divided by the lesser of (a) $1.65 and (b) the 5-day volume weighted average price per share for the 5-days preceeding the date of such exchange. The exchangeable preferred interests relate to shares over which Mr. Chadha already had a beneficial interest as reported in Table I, and merely reflect a change in the form of pecuniary interest among members of the HGM Group.
( 10 )Solely for purposes of Section 16 of the Exchange Act, the HGM Group may be deemed to be directors-by-deputization by virtue of the HGM Group's contractual right to designate directors to the board of directors of the Issuer (the "Board"). For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the Board approved the acquisition of any direct or indirect pecuniary interest of any and all shares of the Issuer by each member of the HGM Group as a result of or in connection with the Merger, the PIPE Investment and/or the Reinvestment.

Remarks:
Exhibit List: Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures

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