Exela Technologies Inc.

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SEC FORM 4 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^*

CHADHA PAR

(Last)

(First)

(Middle)

C/O EXELA TECHNOLOGIES, INC.

2701 E. GRAUWLER RD.

(Street)

IRVING

75061

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Exela Technologies, Inc. [ XELA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2022		D		208,760	D	⁽¹⁾	93,912	D
Common Stock⁽⁸⁾	05/17/2022		D		3,345,380	D	⁽¹⁾	19	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾
Common Stock⁽⁶⁾	05/17/2022		D		92,800	D	⁽¹⁾	27,743	I	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock⁽⁹⁾	05/17/2022		D		104,080	D	⁽¹⁾	3	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁹⁾
Common Stock⁽¹⁰⁾	05/17/2022		D		5,712,120	D	⁽¹⁾	3	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹⁰⁾
Common Stock⁽¹¹⁾								13	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹¹⁾
Common Stock⁽¹³⁾	05/17/2022		D		15,500	D	⁽¹⁾	0	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹³⁾
Special Voting Stock⁽¹⁴⁾⁽¹⁵⁾	05/19/2022		A		1,000,000	A	$0.0001	1,000,000	I	See Footnote⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		10,438		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	208,760	⁽³⁾	10,438	D
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽⁶⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		4,640		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	92,800	⁽³⁾	4,640	I	See Footnote⁽⁶⁾⁽⁷⁾
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽⁸⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		167,269		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,345,380	⁽³⁾	195,646	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽¹⁰⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		285,606		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	5,712,120	⁽³⁾	285,606	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹⁰⁾
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽⁹⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		5,204		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	104,080	⁽³⁾	5,204	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁹⁾
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽¹¹⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾							⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	960,620		48,031	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹¹⁾
6.00% Series B Cum. Convert Perpetual Preferred Stock⁽¹³⁾⁽¹²⁾	$1.25⁽¹⁾⁽²⁾	05/17/2022		A⁽¹⁾		775		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	15,500	⁽³⁾	775	I	See Footnote⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

CHADHA PAR

(Last)

(First)

(Middle)

C/O EXELA TECHNOLOGIES, INC.

2701 E. GRAUWLER RD.

(Street)

IRVING

75061

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chadha Sharon

(Last)

(First)

(Middle)

3003 PENNSYLVANIA AVE

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 17, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the "Series B Preferred Stock"), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock). 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.

2. Holders of the Issuer's Series B Preferred Stock have the option to convert some or all of their shares of Series B Preferred Stock initially into shares of Common Stock at a Conversion Price of $1.25 (subject to adjustment in certain events). In addition, if at any time the Five-Day VWAP of the Issuer's Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date.

3. A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer.

4. 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.

5. 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.

6. Shares owned directly by Sharon Chadha, Par Chadha's spouse.

7. 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.

8. Shares directly owned by HOF 2.

9. Shares directly owned by HGM.

10. Shares directly owned by HOVS.

11. Shares directly owned by Adesi.

12. On May, 17, 2022, the Issuer declared a dividend of one share of Tandem Preferred Stock for each share of outstanding Series B Preferred Stock as of May 17, 2022. Each share of Tandem Preferred Stock initially has 20 votes (representing the number of votes of the Common Stock surrendered in exchange for one share of Series B Preferred Stock).

13. Shares directly owned by HOF3

14. On May 19, 2022, the Company created a new class of its preferred stock and designated such stock as "Special Voting Stock" and entered into a Subscription, Voting and Redemption Agreement (the "Voting Agreement") related to the issuance, voting and redemption of the Special Voting Stock. Each share of Special Voting Stock is entitled to 20,000 votes per share on certain items to be voted upon at the Company's 2022 annual meeting of its stockholders and will be redeemed following the vote on such items.

15. Shares held directly by GP-HGM LLC of which Mr. Chadha is the manager.

Remarks:

See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses

	/s/ Par Chadha	05/19/2022
	/s/ Sharon Chadha	05/20/2022
	** 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).
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Exhibit 99.1

EXPLANATION OF RESPONSES

(1) On May 17, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the "Series B Preferred Stock"), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock). 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.

(2) Holders of the Issuer's Series B Preferred Stock have the option to convert some or all of their shares of Series B Preferred Stock initially into shares of Common Stock at a Conversion Price of $1.25 (subject to adjustment in certain events). In addition, if at any time the Five-Day VWAP of the Issuer's Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date.

(3) A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer..

(4) 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.

(5) 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.

(6) Shares owned directly by Sharon Chadha, Par Chadha's spouse.

(7) 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.

(8) Shares directly owned by HOF 2.

(9) Shares directly owned by HGM.

(10) Shares directly owned by HOVS.

(11) Shares directly owned by Adesi.

(12) On May, 17, 2022, the Issuer declared a dividend of one share of Tandem Preferred Stock for each share of outstanding Series B Preferred Stock as of May 17, 2022. Each share of Tandem Preferred Stock initially has 20 votes (representing the number of votes of the Common Stock surrendered in exchange for one share of Series B Preferred Stock).

(13) Shares directly owned by HOF3

(14) On May 19, 2022, the Company created a new class of its preferred stock and designated such stock as "Special Voting Stock" and entered into a Subscription, Voting and Redemption Agreement (the "Voting Agreement") related to the issuance, voting and redemption of the Special Voting Stock. Each share of Special Voting Stock is entitled to 20,000 votes per share on certain items to be voted upon at the Company's 2022 annual meeting of its stockholders and will be redeemed following the vote on such items.

(15) Shares held directly by GP-HGM LLC of which Mr. Chadha is the manager.

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