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Filing Details

Accession Number:: 0001104659-19-037944
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-27 16:52:00
Reporting Period:: 2019-06-25

Accepted Time:: 2019-06-27 16:52:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1620179	Exela Technologies Inc.	XELA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
938202	Par Chadha	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712365	Adesi 234 Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712411	Handson Fund 4 I, Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712472	Handson Global Management, Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712473	Hof 2 Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712480	Hov Capital Iii Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712482	Ltd Services Hov	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1712484	Hovs Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No
1741367	Handson 3, Llc	8550 West Desert Inn Road, Suite 102-452 Las Vegas NV 89117	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-06-25	6,012,108	$1.65	71,295,076	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Exchangeable Preferred Interests	Acquisiton	2019-06-25	317	$1.65	191,857	$1.65
Common Stock	Exchangeable Preferred Interests	Acquisiton	2019-06-25	396	$1.65	239,822	$1.65
Common Stock	Exchangeable Preferred Interests	Acquisiton	2019-06-25	448	$1.65	271,798	$1.65

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
191,857	No	4	J	Indirect
239,822	No	4	J	Indirect
271,798	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share (''Common Stock'')	78,244	Direct
Common Stock	233,872	Indirect	See Footnotes
Common Stock	165,086	Indirect	See Footnotes
Common Stock	206,358	Indirect	See Footnotes
Common Stock	1,250,000	Indirect	See Footnotes
Common Stock	46,500	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Restricted Stock Unit	$0.00	12,324	12,324	Direct
Common Stock	Restricted Stock Unit	$0.00	59,574	59,574	Direct
Common Stock	Series A Convertible Preferred Stock	$0.00	3,263,473	2,669,233	Indirect

Amount	Remaning Holdings	Nature of Ownership
12,324	12,324	Direct
59,574	59,574	Direct
3,263,473	2,669,233	Indirect

Footnotes

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.
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")).
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.
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.
Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
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.
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.
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.
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.
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.