SEC Form 4 · accession 0001104659-18-024860
Exela Technologies, Inc. · XELA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adesi 234 LLC
Director · 10% Owner
Ex-Sigma 2 LLC
Director · 10% Owner
Ex-Sigma LLC
Director · 10% Owner
HandsOn Fund 4 I, LLC
Director · 10% Owner
HandsOn Global Management, LLC
Director · 10% Owner
hof 2 llc
Director · 10% Owner
HOV Capital III LLC
Director · 10% Owner
HOV Services Ltd
Director · 10% Owner
HOVS LLC
Director · 10% Owner
Period of report
Apr 16, 2018
Accepted (ET)
Apr 18, 2018 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001620179
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per share (''Common Stock'')F1,F6,F7 | Apr 16, 2018 | S | 7,000,000 | $4.69 | D | 77,912,500 | D | |
| Common StockF2,F3,F6,F7 | Apr 16, 2018 | S | 7,000,000 | $4.69 | D | 79,162,500 | I | See Footnotes |
| Common StockF1,F6 | holding | — | — | — | 1,250,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F4,F6,F5 | — | holding | — | — | — | — | — | Common Stock | 3,263,473 | 2,669,233 | D |
| Series A Convertible Preferred StockF2,F3,F6,F4,F5 | — | holding | — | — | — | — | — | Common Stock | 3,263,473 | 2,669,233 | I |
Explanation of responses
- F1Ex-Sigma 2 LLC, a Delaware limited liability company ("Ex Sigma 2"), directly owns the following securities of the Issuer: (a) 77,912,500 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.
- F2Ex-Sigma 2 is a wholly-owned subsidiary of Ex-Sigma LLC, a Delaware limited liability company ("Ex-Sigma"). 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 equity interests in Ex-Sigma. HOVS is a wholly-owned subsidiary of HOV Services Ltd., an Indian limited company ("HOV Services").
- F3Adesi 234 LLC, a Nevada limited liability company ("Adesi"), and HOF 2 LLC, a Nevada limited liability company ("HOF 2" and together with Ex-Sigma, Ex Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the "HGM Group") together own a majority of HOF 4. Adesi and HOF 2, own a majority of the equity interests of HOV 3. By reason of Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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.
- F4Ex-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.
- F5The 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.
- F6Solely 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.
- F7These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on April 16, 2018. The reported sale price reflects the price at which the reporting person sold shares to the underwriters
Remarks
Exhibit List: Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures