Sharon Chadha - Oct 11, 2021 Form 3 Insider Report for Exela Technologies, Inc. (XELA)

Role
Director, 10%+ Owner
Signature
By: /s/ Sharon Chadha
Stock symbol
XELA
Transactions as of
Oct 11, 2021
Transactions value $
$0
Form type
3
Date filed
10/13/2021, 09:35 PM
Next filing
Nov 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding XELA Common Stock, par value $0.0001 per share (''Common Stock'') 50K Oct 11, 2021 See Footnote F3, F14
holding XELA Common Stock 4.11M Oct 11, 2021 See Footnotes F1, F2, F4, F14
holding XELA Common Stock 104K Oct 11, 2021 See Footnotes F1, F2, F5, F14
holding XELA Common Stock 5.71M Oct 11, 2021 See Footnotes F1, F2, F6, F14
holding XELA Common Stock 961K Oct 11, 2021 See Footnotes F1, F2, F7, F14
holding XELA Common Stock 15.5K Oct 11, 2021 See Footnotes F1, F2, F8, F14

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding XELA Performance Units Oct 11, 2021 Common Stock 8.5M See Footnote F3, F9, F10, F14
holding XELA Exchangeable Preferred Interests Oct 11, 2021 Common Stock See Footnote F1, F5, F11, F14
holding XELA Exchangeable Preferred Interests Oct 11, 2021 Common Stock See Footnote F1, F6, F11, F14
holding XELA Exchangeable Preferred Interests Oct 11, 2021 Common Stock See Footnote F1, F4, F11, F14
holding XELA Exchangeable Preferred Interests Oct 11, 2021 Common Stock See Footnote F1, F7, F11, F14
holding XELA Series A Convertible Preferred Stock Oct 11, 2021 Common Stock 17.6K See Footnote F1, F5, F12, F13, F14
holding XELA Series A Convertible Preferred Stock Oct 11, 2021 Common Stock 49.9K See Footnote F1, F6, F12, F13, F14
holding XELA Series A Convertible Preferred Stock Oct 11, 2021 Common Stock 1.11M See Footnote F1, F4, F12, F13, F14
holding XELA Series A Convertible Preferred Stock Oct 11, 2021 Common Stock 102K See Footnote F1, F7, F12, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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")).
F2 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.
F3 Shares owned directly by Par Chadha, Sharon Chadha's spouse.
F4 Shares directly owned by HOF 2 and indirectly by Par Chadha, Sharon Chadha's spouse.
F5 Shares directly owned by HGM and indirectly by Par Chadha, Sharon Chadha's spouse.
F6 Shares directly owned by HOVS and indirectly by Par Chadha, Sharon Chadha's spouse.
F7 Shares directly owned by Adesi and indirectly by Par Chadha, Sharon Chadha's spouse.
F8 Shares directly owned by HOF 3 and indirectly by Par Chadha, Sharon Chadha's spouse.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 Sharon Chadha may be deemed to beneficially own shares of the Issuer owned by Par Chadha, her spouse, and entities owned or controlled by Par and/or Sharon Chadha. The Reporting Person disclaims beneficial ownership of any shares of the Issuer owned by such other Persons, except to the extent of her pecuniary interest therein.

Remarks:

Ms. Chadha was appointed as a director on October 11, 2021. She is married to Exela Technologies, Inc. Executive Chairman Par Chadha.