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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHADHA PAR

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024

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
	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 (as defined below)⁽¹⁾⁽⁷⁾	11/21/2024		A		868,062	A	⁽⁴⁾	868,062	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock⁽²⁾⁽⁷⁾	11/21/2024		D		494,514	D	⁽⁴⁾	373,548	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock⁽²⁾⁽⁷⁾	11/21/2024		D		373,548	D	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock⁽¹⁾⁽⁸⁾	11/21/2024		A		149,270	A	⁽⁴⁾	199,270	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock⁽²⁾⁽⁸⁾	11/21/2024		D		149,270	D	⁽⁴⁾	50,000	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock⁽²⁾⁽⁸⁾	11/21/2024		D		50,000	D	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock⁽¹⁾⁽⁹⁾	11/21/2024		A		9,452,256	A	⁽⁴⁾	9,452,256	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Common Stock⁽²⁾⁽⁹⁾	11/21/2024		D		5,473,231	D	⁽⁴⁾	3,979,025	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Common Stock⁽²⁾⁽⁹⁾	11/21/2024		D		1,979,025	D	⁽⁴⁾	2,000,000	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Common Stock⁽²⁾⁽⁹⁾	11/21/2024		D		2,000,000	D	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Common Stock⁽¹⁰⁾	11/21/2024	06/13/2024	A		8	A	⁽¹⁰⁾	15	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Common Stock⁽²⁾⁽¹⁰⁾	11/21/2024		D		8	D	⁽⁴⁾	7	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Common Stock⁽²⁾⁽¹⁰⁾	11/21/2024		D		7	D	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Common Stock⁽²⁾⁽¹¹⁾	11/21/2024		D		354	D	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹¹⁾
Common Stock⁽¹⁾⁽¹²⁾	11/21/2024		A		4,818,439	A	⁽⁴⁾	4,818,439	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Common Stock⁽²⁾⁽¹²⁾	11/21/2024		A		5,473,231	A	⁽⁴⁾	10,291,670	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Common Stock⁽²⁾⁽¹²⁾	11/21/2024		A		8	A	⁽⁴⁾	10,291,678	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Common Stock⁽²⁾⁽¹²⁾	11/21/2024		A		7	A	⁽⁴⁾	10,291,685	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Common Stock⁽²⁾⁽¹²⁾	11/21/2024		A		354	A	⁽⁴⁾	10,293,683⁽³⁾	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾

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)
Series A Preferred Stock (as defined below)⁽¹⁾⁽⁷⁾	⁽¹³⁾	11/21/2024		J⁽¹⁾			61,928	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	50,669	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock⁽²⁾⁽⁷⁾	⁽¹³⁾	11/21/2024		J⁽²⁾			50,669	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series B Preferred Stock (as defined below)⁽²⁾⁽⁷⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾			48,031	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Preferred Stock⁽¹⁾⁽⁸⁾	⁽¹³⁾	11/21/2024		J⁽¹⁾			10,649	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	8,713	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series A Preferred Stock⁽²⁾⁽⁸⁾	⁽¹³⁾	11/21/2024		J⁽²⁾			8,713	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series B Preferred Stock⁽²⁾⁽⁸⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾			5,204	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Series A Preferred Stock⁽¹⁾⁽⁹⁾	⁽¹³⁾	11/21/2024		J⁽¹⁾			674,329	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	551,723	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Series A Preferred Stock⁽²⁾⁽⁹⁾	⁽¹³⁾	11/21/2024		J⁽²⁾			551,723	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Series B Preferred Stock⁽²⁾⁽⁹⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾			196,421	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾
Series B Preferred Stock⁽²⁾⁽¹⁰⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾			4,640	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾
Series B Preferred Stock⁽²⁾⁽¹¹⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾			10,438	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	0	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹¹⁾
Series A Preferred Stock⁽¹⁾⁽¹²⁾	⁽¹³⁾	11/21/2024		J⁽¹⁾			343,750	⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	281,250	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series A Preferred Stock⁽²⁾⁽¹²⁾	⁽¹³⁾	11/21/2024		J⁽²⁾		50,669		⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	331,919	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series A Preferred Stock⁽²⁾⁽¹²⁾	⁽¹³⁾	11/21/2024		J⁽²⁾		551,723		⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	883,642	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series A Preferred Stock⁽²⁾⁽¹²⁾	⁽¹³⁾	11/21/2024		J⁽²⁾		8,713		⁽¹³⁾	⁽¹³⁾	Common Stock	⁽¹⁾⁽¹³⁾	⁽⁴⁾	892,355	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾⁽¹²⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾		48,031		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	48,031	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾⁽¹²⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾		5,204		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	53,235	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾⁽¹²⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾		196,421		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	249,656	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾⁽¹²⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾		4,640		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	254,296	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾⁽¹²⁾	⁽¹⁴⁾	11/21/2024		J⁽²⁾		10,438		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	⁽¹⁴⁾	⁽⁴⁾	264,734	D⁽²⁾⁽⁵⁾⁽⁶⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

CHADHA PAR

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Adesi 234 LLC

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HandsOn Fund 4 I, LLC

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HandsOn Global Management, LLC

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

hof 2 llc

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chadha Sharon

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD

SUITE 102-452

(Street)

LAS VEGAS

89117

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 21, 2024, Exela Technologies, Inc. (the "Company" or the "Issuer") entered into Preferred Stock Exchange Agreements (each an "Exchange Agreement") with the Reporting Persons pursuant to which the Company agreed to exchange a number of such holders' shares of Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") for shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at a ratio determined by dividing the liquidation preference per share of Series A Preferred Stock ($16.54) by $1.18 (such transaction, the "Exchange"). For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, among other things, the transactions contemplated by the Exchange Agreement were approved by a special committee of the Company's board of directors comprised of two independent non-employee directors.

2. In connection with, and simultaneous with, the Exchange, the Reporting Persons transferred certain shares among themselves and to various trusts, including trusts for the benefit of Par and Sharon Chadha's adult children (the "Trusts") the cumulative result of which is that upon completion of the transactions reported in this Form 4 (the "Transactions") HandsOn Fund 4 I, LLC , a Nevada limited liability company ("HOF 4") is the only Reporting Person that directly holds any shares of the Company's capital stock and became a beneficial owner of more than 10% of the Company's Common Stock.

3. As all shares of the Company's preferred stock held by Reporting Persons were transferred to HOF 4, only its share totals reported in the last row of Column 5 of Table I include shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock")) owned by the Reporting Persons. Together with Mr. and Mrs. Chadha, HOF 4 filed a Schedule 13D on November 25, 2024 as a result of the Transactions which includes in its schedules additional detail regarding the distributions made for structuring and planning purposes.

4. As per note 1, the effective price of the Series A Preferred Stock disposed of in the Exchange was $16.54, its accumulated liquidation preference as of November 19, 2024, and the effective price of a share of Common Stock in the Exchange was $1.18. All transfers within the Reporting Group or to the Trusts were without payment of consideration.

5. On November 21, 2024, Adesi 234 LLC, a Nevada limited liability company ("Adesi"), HandsOn Global Management, LLC ("HGM"), a Nevada limited liability company, HOF 2 LLC, a Nevada limited liability company ("HOF 2"), and HOF 4, each directly owned shares of the Issuer. Adesi and HOF 2 together own a majority of HOF 4, which is managed by HGM. Adesi, HGM, HOF 2 and HOF 4 are referred to collectively herein as "the HGM Group."

6. Mr. Par Chadha may be deemed to control the HGM Group, and may thus be deemed to beneficially own its shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock, including any shares of Common Stock issuable upon conversion thereof in accordance with their terms, in addition to any shares beneficially owned by his spouse, Sharon Chadha (who in turn may be deemed to beneficially own any shares beneficially owned by Par Chadha). The entities identified in note 5 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 their pecuniary interest therein. None of the Reporting Persons have any beneficial ownership of the Trusts.

7. Shares were owned directly by Adesi. Adesi elected not to receive the 868,062 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that such shares be issued to the Trusts.

8. Shares were owned directly by HGM. HGM elected not to receive the 149,270 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that such shares be issued to one of the Trusts.

9. Shares were owned directly by HOF 2. HOF 2 elected not to receive the 9,452,256 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that 5,473,231 of such shares be issued to HOF 4 and that 3,979,025 of such shares of Common Stock be issued to the Trusts.

10. Shares were owned directly by Sharon Chadha, Mr. Chadha's spouse. Mrs. Chadha was a former director of the Company, and the transaction reported is the issuance of 8 shares of Common Stock that became issuable following the Company's annual meeting in settlement of restricted stock units provided to her for her service as a director, however due to the small number of shares the Company did not direct its transfer agent to issue the shares to Mrs. Chadha until November 21, 2024. Mrs. Chadha elected not to receive the 8 shares and directed that such shares be issued to HOF 4. The closing price per share of Common Stock on June 13,2024 was $2.40.

11. Shares were owned directly by Par Chadha.

12. Shares are owned directly by HOF 4. The number of shares reported in the final row of Column 5 of Table I includes 1,644 shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by HOF 4 in accordance with their terms.

13. Each share of Series A Preferred Stock is convertible at the holder's option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of liquidation preference per share as adjusted for accrued but unpaid dividends pursuant to the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock. The shares of Series A Preferred Stock have no expiration date. As of November 21 2024, the conversion price for the Series A Preferred Stock was $0.00016.

14. Each share of Series B Preferred Stock is convertible at the holder's option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of liquidation preference per share as adjusted for accrued but unpaid dividends pursuant to the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series B Cumulative Convertible Perpetual Preferred Stock. The shares of Series B Preferred Stock have no expiration date. As of November 21, 2024, the conversion price for the Series B Preferred Stock was $0.00568.

Remarks:

Exhibit List: Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures

	/S/ PAR CHADHA	11/25/2024
	** 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.

Exhibit 99.1

JOINT FILERS’ NAMES AND ADDRESSES

The following persons are filing jointly with Mr. Chadha.

Adesi 234 LLC

HandsOn Fund 4 I LLC

HandsOn Global Management, LLC

HOF 2 LLC

Sharon Chadha

The business address for each of the above reporting persons is:

8550 West Desert Inn Road, Suite 102-452

Las Vegas, NV 89117

Exhibit 99.2

JOINT FILERS’ SIGNATURES

ADESI 234 LLC*

By:	/s/ Par Chadha
Name:	Par Chadha
Title:	Manager

HANDSON FUND 4 I LLC

By:	/s/ Par Chadha
Name:	Par Chadha
Title:	Manager

HANDSON GLOBAL MANAGEMENT, LLC

By:	/s/ Par Chadha
Name:	Par Chadha
Title:	Manager

HOF 2 LLC*

By:	/s/ Par Chadha
Name:	Par Chadha
Title:	Manager

/s/ Sharon Chadha
Sharon Chadha

*Will not be a joint filer following this Report.