View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Ex-Sigma 2 LLC
(Last) (First) (Middle)
8550 WEST DESERT INN ROAD,
SUITE 102-452
(Street)
LAS VEGAS NV 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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2019
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share (''Common Stock'')(1)(4) 06/25/2019 S 6,617,424 D $1.65 71,295,076 D
Common Stock(2)(3)(4) 06/25/2019 S 6,617,424 D $1.65 71,295,076 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock(1) (2)(3) (2)(3) (2)(3) Common Stock 3,263,473 2,669,233 D
Series A Convertible Preferred Stock(1) (2)(3) (2)(3) (2)(3) Common Stock 3,263,473 2,669,233 I See Footnote(1)
1. Name and Address of Reporting Person*
Ex-Sigma 2 LLC
(Last) (First) (Middle)
8550 WEST DESERT INN ROAD,
SUITE 102-452
(Street)
LAS VEGAS NV 89117
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ex-Sigma LLC
(Last) (First) (Middle)
8550 WEST DESERT INN ROAD,
SUITE 102-452
(Street)
LAS VEGAS NV 89117
(City) (State) (Zip)
Explanation of Responses:
1. Ex-Sigma 2 LLC, a Delaware limited liability company ("Ex Sigma 2"), directly owns the following securities of the Issuer: (a) 71,295,076 shares of Common Stock and (b) 2,669,233 shares of Preferred Stock. Ex-Sigma 2 is a wholly-owned subsidiary of Ex-Sigma LLC, a Delaware limited liability company ("Ex-Sigma").
2. Ex-Sigma 2 owns 2,669,233 shares of Series A Convertible Preferred Stock. 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.
3. The initial Applicable Conversion Rate is 1.2226 shares of Common Stock for each share of Preferred Stock, which rate will increase following the third anniversary of the date of issue, (x) at the election of the holder, or (y) at 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.
4. Solely for purposes of Section 16 of the Exchange Act, Ex-Sigma and Ex-Sigma 2 may be deemed to be directors-by-deputization by virtue of the contractual right of its shareholders, collective the HGM Group, to designate directors to the board of directors of the Issuer (the "Board"). For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the Board approved the acquisition of any direct or indirect pecuniary interest of any and all shares of the Issuer by each member of the HGM Group.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures
Ex-Sigma 2 LLC By: /s/ James Reynolds Name: James Reynolds Title: President 06/27/2019
** 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

 

1. Ex-Sigma LLC

 

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

 

EX-SIGMA LLC

 

 

 

 

By:

/s/ James Reynolds

 

Name: James Reynolds

 

Title: President