SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Exela Technologies, Inc. [ XELA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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'')(5) | 09/15/2021 | S | 100,000 | D | $2.06(3) | 4,112,939(4) | I | See Footnotes(1)(2) | ||
| Common Stock | 50,047(4) | D | ||||||||
| Common Stock(6) | 104,083(4) | I | See Footnotes(1)(2) | |||||||
| Common Stock(7) | 5,712,123(4) | I | See Footnotes(1)(2) | |||||||
| Common Stock(8) | 960,633(4) | I | See Footnotes(1)(2) | |||||||
| Common Stock(9) | 15,500(4) | I | See Footnotes(1)(2) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Performance Units | (10) | 09/14/2021 | A | 8,500,000 | (11) | (11) | Common Stock | 8,500,000 | (10) | 8,500,000 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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")). |
| 2. 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. 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. On September 15, 2021, pursuant to a plan of disposition adopted by HOF 2 on March 26, 2021, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), HOF 2 sold 100,000 shares. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4. |
| 4. The number of shares reported in this Form 4 account for the one-for-three Reverse Stock Split effected by the Issuer on January 25, 2021. |
| 5. Shares directly owned by HOF 2. |
| 6. Shares directly owned by HGM. |
| 7. Shares directly owned by HOVS. |
| 8. Shares directly owned by Adesi. |
| 9. Shares directly owned by HOF 3. |
| 10. Represents the economic equivalent of one share of Company common stock, which shall be settled in cash to Par Chadha; provided, that, following approval by the Company's shareholders of an increase to the number of shares authorized for issuance under the Company's stock incentive plan, the Performance Units may be settled in cash or in Common Stock. |
| 11. The vested Performance Units shall settle on a date selected by the Company within 30 days following the applicable vesting date. One half of the Performance Units shall vest on the first day prior to June 30, 2024 on which either the volume weighted average of the reported closing prices of the Common Stock ("VWAP") is $10 per share (as equitably adjusted) or greater on 60 consecutive trading days following the date of the grant or the VWAP is $10 per share (as equitably adjusted) or greater on 90 non-consecutive trading days in any period of one hundred and 180 days following the date of the grant. The second half of the Performance Units shall vest on the first day prior to June 30, 2025 on which either the VWAP is $20 per share (as equitably adjusted) or greater on 60 consecutive trading days following the date of the grant or the VWAP is $20 per share (as equitably adjusted) or greater on 90 non-consecutive trading days in any period of 180 days following the date of the grant |
| /s/ Par Chadha | 09/16/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||