SEC Form 4: Chadha Par was granted 666,666 shares, increasing direct ownership by 3,921,565% to 666,683 units
$XELA
Business Services
Consumer Discretionary
| 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)
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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) 07/21/2022 | ||||||||||||||||||||||||||
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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'') | 07/21/2022 | A | 666,666(14) | A | (13) | 666,683(13)(14) | D | |||
| Common Stock(7) | 19 | I | See Footnote(3)(4)(6)(7) | |||||||
| Common Stock(5) | 30,306 | I | See Footnote(5)(6) | |||||||
| Common Stock(8) | 3 | I | See Footnote(3)(4)(6)(8) | |||||||
| Common Stock(9) | 3 | I | See Footnote(3)(4)(6)(9) | |||||||
| Common Stock(10) | 13 | I | See Footnote(3)(4)(6)(10) | |||||||
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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 | ||||||||
| Restricted Stock Units | (2) | (11) | (11) | Common Stock | 27,740 | 27,740 | I | See Footnote(5)(6) | |||||||
| Restricted Stock Units | (2) | (12) | (12) | Common Stock | 159,091 | 159,091 | D | ||||||||
| Restricted Stock Units | (2) | (1) | (1) | Common Stock | 30,303 | 30,303 | I | See Footnote(5)(6) | |||||||
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. On October 11, 2021, Sharon Chadha was granted 90,909 restricted stock as non-employee director equity compensation pursuant to the terms and conditions of the Company's Director Compensation Policy and 2018 Stock Incentive Plan. The remainder of this award will vest immediately prior to the 2023 annual meeting of the Company. |
| 2. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock, which may be settled in shares of Common Stock or cash, as elected by the Compensation Committee of the Board of Directors of the Company. |
| 3. 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. |
| 4. 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 Exchange Act, the board of directors of the Issuer approved the transactions contemplated by this Form 4. |
| 5. Shares owned directly by Sharon Chadha, Par Chadha's spouse. |
| 6. The Reporting Person disclaims beneficial ownership of any shares of the Issuer owned by such other Persons, except to the extent of his or her pecuniary interest therein. |
| 7. Shares directly owned by HOF 2. |
| 8. Shares directly owned by HGM. |
| 9. Shares directly owned by HOVS. |
| 10. Shares directly owned by Adesi. |
| 11. On December 31, 2021, following the Company's 2021 annual meeting of stockholders, Sharon Chadha was granted 27,740 restricted stock units as non-employee director equity compensation for 2021 pursuant to the terms and conditions of the Company's Director Compensation Policy and 2018 Stock Incentive Plan. The restricted stock units vested on January 3, 2022, the first business day of 2022. |
| 12. On December 31, 2021, following the Company's 2021 annual meeting of stockholders, Par Chadha was granted 159,091 restricted stock units as equity compensation for 2021 pursuant to the terms and conditions of the Company's Director Compensation Policy and 2018 Stock Incentive Plan. The restricted stock units vested on January 3, 2022, the first business day of 2022. |
| 13. On July 21, 2022, pursuant to the Subscription Agreement by and between Par Chadha and the Company, Mr. Chadha entered into a binding agreement to purchase $100,000 worth of Common Stock from the Company. The amount of purchased shares will be calculated based on the closing price for the Common Stock on the Nasdaq Stock Market on the date that is two business days following the Company's earnings release for the quarter ended June 30, 2022. |
| 14. Estimated based on the closing price for the Common Stock on the Nasdaq Stock Market on July 21, 2022. The actual number of purchased shares will be calculated based on the closing price for the Common Stock on the Nasdaq Stock Market on the date that is two business days following the Company's earnings release for the quarter ended June 30, 2022. |
| /s/ Par Chadha | 07/21/2022 | |
| /s/ Sharon Chadha | 07/21/2022 | |
| ** 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. | ||