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/YYYY)
12/29/2020
|
(Street)
LAS VEGAS,, NV 89117
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Explanation of
Responses: |
(1) |
HOVS LLC, a Delaware limited
liability company ("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 shares of
Exela Technologies, Inc. (the "Issuer"). HOVS is a wholly-owned
subsidiary of HOV Services Ltd., an Indian limited company ("HOV
Services" and together with HandsOn Global Management, LLC, a
Delaware limited liability company ("HGM"), HOVS, HOF 2 LLC, a
Nevada limited liability company ("HOF 2"), HOF 4, HOV 3, and Adesi
234 LLC, a Nevada limited liability company ("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 HandsOn 3, LLC, a Nevada
limited liability company ("HOF 3") and the HGM Group. |
(2) |
The parties 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. 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. For purposes of the exemption under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as
amended. |
(3) |
Shares directly owned by
HGM. |
(4) |
Shares directly owned by
HOVS. |
(5) |
Shares directly owned by HOF
2. |
(6) |
Shares directly owned by
Adesi. |
(7) |
Shares directly owned by HOF
3. |
(8) |
HGM distributed 197,714
shares of Common Stock to certain former members of Ex-Sigma LLC
("Ex-Sigma"). |
(9) |
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. This award vested at each of the 2018,
2019, and 2020 annual meetings, and has now vested in full. Such
vested restricted stock units settled for shares of Common
Stock. |
(10) |
Each restricted stock unit
represents the right to receive, following vesting, one share of
Common Stock. |
(11) |
Non-employee director equity
compensation pursuant to the terms and conditions of the Director
Compensation Policy and 2018 Stock Incentive Plan. This award
vested in full and such vested restricted stock units settled for
shares of Common Stock. |
(12) |
The Exchangeable Preferred
Interests are equity interests in Ex-Sigma, that, subject to
certain terms and conditions that were met on February 21, 2020,
and at such time became exchangeable into shares of Common Stock.
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 a specified time
period. Because on the reference date Ex-Sigma did not have
sufficient shares of Common Stock to satisfy its obligations under
the terms of the Exchangeable Preferred Interests, Ex-Sigma also
distributed shares of Series A Convertible Preferred Stock to
holders of Exchangeable Preferred Interests. Ex-Sigma does not
currently hold any assets. |
(13) |
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 shares of Series A Convertible Preferred
Stock are convertible at any time into a number of shares of Common
Stock following the third anniversary of the date of issue as
calculated by dividing the Liquidation Preference (as defined in
the Certificate of Designation) by the Conversion Price (as defined
in the Certificate of Designation), as adjusted from time to
time. |
(14) |
The Series A Convertible
Preferred Stock is convertible at either (x) the election of the
holder, or (y) 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. |
(15) |
Following the transactions
reported on this Form 4, HOVS directly owns 17,136,369 shares of
Common Stock and 54,886 shares of Preferred Stock. HOF 2 directly
owns 14,138,818 shares of Common Stock and 1,226,051 shares of
Preferred Stock. Adesi directly owns 2,881,899 shares of Common
Stock and 112,597 shares of Preferred Stock. HOF 3 directly owns
46,500 shares of Common Stock. HGM directly owns 312,250 shares of
Common Stock and 19,362 shares of Preferred Stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
CHADHA PAR
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HOV Capital III LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
Adesi 234 LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
hof 2 llc
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HOVS LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HOV Services Ltd
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HandsOn Fund 4 I, LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HandsOn Global Management, LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|
HandsOn 3, LLC
8550 WEST DESERT INN ROAD,
SUITE 102-452
LAS VEGAS,, NV 89117 |
X |
X |
|
|