SEC Form 4 · accession 0001104659-18-041284

Exela Technologies, Inc. · XELA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Par Chadha

Director · 10% Owner

Period of report

Jun 19, 2018

Accepted (ET)

Jun 20, 2018 · 4:53 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^F7,F2,F3	Jun 19, 2018	P	46,500	$5.23	A	79,209,000	I	See Footnotes
Common Stock, par value $0.0001 per share ("Common Stock")^F1	holding	—	—		—	38,201	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F4,F5	—	holding	—	—	—	—	—	Common Stock	24,645	24,645	D
Series A Convertible Preferred Stock^F2,F3,F6	—	holding	—	—	—	—	—	Common Stock	3,263,473	2,669,233	I

Explanation of responses

F1Shares acquired through vesting of non-employee director compensation pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan.
F2Ex-Sigma 2 LLC, a Delaware limited liability company, ("Ex-Sigma 2") directly owns 77,912,500 shares of Common Stock and 2,669,233 shares of Preferred Stock of Exela Technologies, Inc. (the "Issuer"). HandsOn Global Management, LLC, a Delaware limited liability company ("HGM"), directly owns 1,250,000 shares of Common Stock of the Issuer. HandsOn 3, LLC, a Nevada limited liability company ("HOF 3"), directly owns 46,500 shares of Common Stock of the Issuer. Ex-Sigma LLC ("Ex-Sigma") is the sole equityholder of Ex-Sigma 2. HOVS LLC, a Delaware limited liability company ("HOVS"), HandsOnFund 4 I LLC, a Nevada limited liability company ("HOF 4"), HOV Capital III, LLC, a Nevada limited liability company ("HOV 3"), each directly own 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"), together own a majority of the equity interests of HOV 3. Mr. Par Chadha may be deemed to control HGM , Ex-Sigma 2, Ex-Sigma, HOVS, HOF 4, HOV 3, Adesi, HOF 2 and HOF 3. Mr. Chadha disclaims beneficial ownership of any shares or other securities of the Issuer owned by any of the above entities, except to the extent of his pecuniary interest therein.
F4Non-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 two equal installments immediately prior to each of the 2019 and 2020 annual meetings of the stockholders of Exela Technologies, Inc.
F5Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
F6Ex 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.
F7These shares were acquired by HOF 3 in open market transactions.