View:
Download DOC
Download PDF
Download XLS

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

Exela Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

30162V102

(CUSIP Number)

 

Andrej Jonovic

HandsOn Global Management

8550 West Desert Inn Road, Suite 102-452

Las Vegas, Nevada 89117

424-268-8900

 

With a copy to:

Maurice M. Lefkort

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

212-728-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 26, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HandsOn Global Management LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

74,192,471

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

533,636

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

74,192,471

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

49.9% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,211,100 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the distributees of Ex-Sigma 2 LLC, plus 71,898 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

2

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Par Chadha

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States of America

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

74,192,471

 

 

9

Sole Dispositive Power

150,142

 

 

10

Shared Dispositive Power

36,591,107

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

74,192,471

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

49.9% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,211,100 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the distributees of Ex-Sigma 2 LLC, plus 71,898 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

3

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HOF 2 LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO; WC

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

15,637,789

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

15,637,789

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

15,637,789

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

10.6% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 1,498,971 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

4

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HOVS LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO; WC

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

17,203,473

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

17,203,473

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

17,203,473

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

11.8% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,104 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

5

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HOV Services Ltd

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

India

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

17,203,473

 

 

9

Sole Dispositive Power

17,203,473

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

17,203,473

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

11.8% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,104 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

6

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Adesi 234 LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO; WC

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

3,019,560

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

3,019,560

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,019,560

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

2.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 137,661 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

7

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HandsOn Fund 4 I LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

0

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

8

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HOV Capital III LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

0

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

9

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Ex-Sigma 2 LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

0

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

10

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Ex-Sigma LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

0

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

11

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Surinder Rametra

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

4,605,137

 

 

9

Sole Dispositive Power

4,605,137

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

4,605,137

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

3.2% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 146,571 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

12

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Pidgin Associates LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

3,308,025

 

 

9

Sole Dispositive Power

3,308,025

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,308,025

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

2.3% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 144,973 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

13

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

SoNino LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

3,334,946

 

 

9

Sole Dispositive Power

3,334,946

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,946

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

2.3% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 140,318 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

14

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Beigam Trust

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

3,071,836

 

 

9

Sole Dispositive Power

3,071,836

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,071,836

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

2.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 134,210 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

15

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Ron Cogburn

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

372,125

 

 

9

Sole Dispositive Power

372,125

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

372,125

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.3% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 12,830 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

16

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Shadow Pond LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

1,580,911

 

 

9

Sole Dispositive Power

1,580,911

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,580,911

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

1.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 71,948 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

17

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

SunRaj LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

California

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

2,225,078

 

 

9

Sole Dispositive Power

2,225,078

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

2,225,078

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

1.5% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 35,162 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

18

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Rifles Trust

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

1,616,439

 

 

9

Sole Dispositive Power

1,616,439

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,616,439

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

1.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,778 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

19

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Andrej Jonovic

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Serbia; Sweden

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

484,709

 

 

9

Sole Dispositive Power

484,709

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

484,709

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.3% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 17,544 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

20

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

HandsOn 3, LLC

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF, OO

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

Nevada

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

46,500

 

 

9

Sole Dispositive Power

0

 

 

10

Shared Dispositive Power

46,500

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

46,500

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

 

 

 

 

14

Type of Reporting Person

OO

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

21

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Kanwar Chadha

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

372,106

 

 

9

Sole Dispositive Power

372,106

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

372,106

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.3% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 4,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

22

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Suresh Yannamani

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

533,892

 

 

9

Sole Dispositive Power

533,892

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

533,892

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.4% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 21,806 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

23

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Jim Reynolds

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

3,387,782

 

 

9

Sole Dispositive Power

52,836

 

 

10

Shared Dispositive Power

3,334,946

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,387,782

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

2.3% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 140,318 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

24

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Vik Negi

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

1,625,658

 

 

9

Sole Dispositive Power

44,747

 

 

10

Shared Dispositive Power

1,580,911

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,625,658

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

1.1 % (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 71,948 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

25

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Matt Brown

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

145,626

 

 

9

Sole Dispositive Power

145,626

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

145,626

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.1% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 5,238 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

26

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Srini Murali

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United States

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

120,036

 

 

9

Sole Dispositive Power

120,036

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

120,036

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.1% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,224 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

27

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Vitalie Robu

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Source of Funds

PF

 

 

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization

United Kingdom

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

 

 

8

Shared Voting Power

249,381

 

 

9

Sole Dispositive Power

249,381

 

 

10

Shared Dispositive Power

0

 

 

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

249,381

 

 

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

 

 

13

Percent of Class Represented by Amount in Row (11)

0.2% (1)

 

 

 

 

14

Type of Reporting Person

IN

 

(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

28

 

CUSIP No. 30162V102

 

The information in this Amendment No. 10 to Schedule 13D (this “Ninth Amendment” or this “13D/A”) amends the Schedule 13D (the “Initial Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Mr. Par Chadha, HandsOn Global Management, LLC, a Delaware limited liability company (“HGM”), Ex-Sigma 2 LLC, a Delaware limited liability company (“Ex-Sigma 2”), Ex-Sigma LLC, a Delaware limited liability company (“Ex-Sigma”), HOVS LLC, a Delaware limited liability company (“HOVS”), HandsOn Fund 4 I, LLC, a Nevada limited liability company (“HOF 4”), HOV Capital III, LLC, a Nevada limited liability company (“HOV 3”), HOV Services Ltd., an Indian limited company (“HOV Services”), Adesi 234 LLC, a Nevada limited liability company (“Adesi”), HOF 2 LLC, a Nevada limited liability company (“HOF 2” and together with Mr. Chadha, Ex-Sigma, Ex-Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the “Initial Reporting Persons”) on July 24, 2017, relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Exela Technologies, Inc. (the “Issuer”), as amended by Amendment No. 1 to Schedule 13D filed by the Initial Reporting Persons on April 16, 2018, Amendment No. 2 to Schedule 13D filed by the Initial Reporting Persons and HandsOn 3, LLC, a Nevada limited liability company and an affiliate of the Initial Reporting Persons (“HOF 3 and together with the Initial Reporting Persons the “Amended Reporting Persons”) on June 20, 2018, Amendment No. 3 to Schedule 13D filed by the Amended Reporting Persons on May 28, 2019, Amendment No. 4 to Schedule 13D filed by the Amended Reporting Persons on June 26, 2019, Amendment No. 5 to Schedule 13D filed by the Amended Reporting Persons and each of SoNino LLC, The Beigam Trust, The Rifles Trust, SunRaj LLC, Pidgin Associates LLC, Andrej Jonovic, Shadow Pond LLC, Ron Cogburn, Kanwar Chadha and Surinder Rametra (together with the Amended Reporting Persons, the “Second Amended Reporting Persons”) on July 8, 2019, Amendment No. 6 to Schedule 13D filed by the Second Amended Reporting Persons on July 18, 2019, Amendment No. 7 to Schedule 13D filed by the Second Amended Reporting Persons on October 30, 2019, Amendment No. 8 to Schedule 13D filed by the Second Amended Reporting Persons on November 27, 2019 and Amendment No. 9 to Schedule 13D filed by the Second Amended Reporting Persons and Suresh Yannamani on February 27, 2020 (the “Prior Amendments”).

 

This Tenth Amendment is filed to provide additional information on entities and individuals that have joined the group pursuant to Joinders to the Voting Agreement (the “Joinder to Second Voting Agreement”) by and among each of Suresh Yannamani, Jim Reynolds, Vik Negi, Matt Brown, Srini Murali and Vitalie Robu (collectively the “Voting Agreement Joining Parties”) and certain of the Second Amended Reporting Persons (collectively, the “Reporting Persons”).

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby supplemented as follows:

 

The principal address of Mr. Jim Reynolds is 29 Warner Rd., Grosse Pointe Farms, MI 48236.  The principal occupation of Mr. Reynolds is serving as the Chief Financial Officer of the Issuer and a partner of other Reporting Persons.  Mr. Reynolds is a citizen of the United States.

 

The principal address of Mr. Vik Negi is 173 Fieldwood, Irvine, CA 92618.  The principal occupation of Mr. Negi is serving as an Executive Vice President of the Issuer and a principal of other Reporting Persons.  Mr. Negi is a citizen of the United States.

 

The principal address of Mr. Srini Murali is c/o SourceHOV, 1250 W. 14 Mile, Troy, MI 48083.  The principal occupation of Mr. Murali is serving as the President, Americas and Asia Pacific of the Issuer.  Mr. Murali is a citizen of the United States.

 

The principal address of Mr. Matt Brown is 1534 Valley Drive, Topanga CA 90290.  The principal occupation of Mr. Brown is serving as a senior vice president of the Issuer and of other Reporting Persons.  Mr. Brown is a citizen of the United States.

 

The principal address of Mr. Vitalie Robu is 36 Jedburgh Street, London SW11 5QB.  The principal occupation of Mr. Robu is serving as the President of EMEA of the Issuer.  Mr. Robu is a citizen of the United Kingdom.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby supplemented as follows:

 

Each of the Voting Agreement Joining Parties used personal funds to finance their purchases.

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented as follows:

 

29

 

HGM continues to believe that the Common Stock is undervalued at its current levels and is exploring means to continue to acquire increased beneficial and economic ownership of the Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby supplemented as follows:

 

(a)-(b)

 

Mr. Reynolds directly owns 52,836 shares of Common Stock, representing beneficial ownership of less than 0.1% of the Common Stock. Mr. Reynolds may also be deemed to beneficially own 3,194,628 shares of Common Stock and 114,770 shares of Preferred Stock (convertible into 140,318 shares of Common Stock) directly owned by SoNino LLC, representing beneficial ownership of an additional 2.3% of the Common Stock.

 

Mr. Negi directly owns 48,747 shares of Common Stock, representing beneficial ownership of less than 0.1% of the Common Stock. Mr. Negi may also be deemed to beneficially own 1,508,963 shares of Common Stock and 58,848 shares of Preferred Stock (convertible into 71,948 shares of Common Stock) directly owned by Shadow Pond LLC, representing beneficial ownership of an additional 1.1% of the Common Stock.

 

Mr. Brown directly owns 140,338 shares of Common Stock, 4,284 shares of Preferred Stock (convertible into 5,238 shares of Common Stock), representing beneficial ownership of 0.1% of the Common Stock.

 

Mr. Murali directly owns 116,812 shares of Common Stock, 2,637 shares of Preferred Stock (convertible into 3,224 shares of Common Stock), representing beneficial ownership of 0.1% of the Common Stock.

 

Mr. Robu directly owns 249,381 shares of Common Stock, representing beneficial ownership of 0.2% of the Common Stock.

 

(c)

 

SoNino LLC, of which Mr. Reynolds is a controlling person, received 533,608 shares of Common Stock and 30,253 shares of Preferred Stock pursuant to the Purchase Price Adjustment, 906,835 shares of Common Stock and 35,097 shares of Preferred Stock pursuant to the Exchange Distribution, and 1,506,555 shares of Common Stock and 49,420 shares of Preferred Stock pursuant to the HGM Distribution.

 

Shadow Pond LLC, of which Mr. Negi is a controlling person received 387,393 shares of Common Stock and 21,964 shares of Preferred Stock pursuant to the Purchase Price Adjustment, 848,683 shares of Common Stock and 32,846 shares of Preferred Stock pursuant to the Exchange Distribution, and 94,043 shares of Common Stock and 4,038 shares of Preferred Stock pursuant to the HGM Distribution.

 

Mr. Brown received 110,690 shares of Common Stock and 4,284 shares of Preferred Stock pursuant to the Exchange Distribution.

 

Mr. Murali received 50,747 shares of Common Stock and 1,964 shares of Preferred Stock pursuant to the Exchange Distribution, and 17,141 shares of Common Stock and 673 shares of Preferred Stock pursuant to the HGM Distribution.

 

Mr. Robu received 219,065 shares of Common Stock pursuant to the HGM Distribution.

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 99.1 and incorporated by reference herein, with respect to the joint filing of this Schedule 13D and any amendments thereto.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 99.1: Amended and Restated Joint Filing Agreement

 

30

 

CUSIP No. 30162V102

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Ninth Amendment is true, complete and correct.

 

Dated: March 6, 2020

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOVS LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

HANDSON FUND 4 I LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOV CAPITAL III, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOV SERVICES LTD

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Director

 

 

 

ADESI 234 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOF 2 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

31

 

 

EX-SIGMA 2 LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

EX-SIGMA LLC

 

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

/s/ Par Chadha

 

Par Chadha

 

 

 

 

HANDSON 3, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

SONINO LLC

 

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

BEIGAM TRUST

 

 

 

 

 

By:

/s/ Sarah Jonovic

 

 

Name: Sarah Jonovic

 

 

Title: Trustee

 

 

 

RIFLES TRUST

 

 

 

By:

/s/ Ajit Singh Chadha

 

 

Name: Ajit Singh Chadha

 

 

Title: Trustee

 

 

 

SUNRAJ LLC

 

 

 

By:

/s/ Sunil Rajadhyksha

 

 

Name: Sunil Rajadhyksha

 

 

Title: Manager

 

 

 

/s/ Andrej Jonovic

 

Andrej Jonovic

 

32

 

 

SHADOW POND LLC

 

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Manager

 

 

 

/s/ Ron Cogburn

 

Ron Cogburn

 

 

 

/s/ Kanwar Chadha

 

Kanwar Chadha

 

 

 

/s/ Surinder Rametra

 

Surinder Rametra

 

 

 

PIDGIN ASSOCIATES LLC

 

 

 

By:

/s/ Xin Cheng

 

 

Name: Xin Cheng

 

 

Title: Manager

 

 

 

/s/ Suresh Yannamani

 

Suresh Yannamani

 

 

 

/s/ Jim Reynolds

 

Jim Reynolds

 

 

 

/s/ Vik Negi

 

Vik Negi

 

 

 

/s/ Matt Brown

 

Matt Brown

 

 

 

/s/ Srini Murali

 

Srini Murali

 

 

 

/s/ Vitalie Robu

 

Vitalie Robu

 

33

Exhibit 99.1

 

AMENDED AND RESTATED JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.

 

Dated: March 6, 2020

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOVS LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

HANDSON FUND 4 I LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOV CAPITAL III LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOV SERVICES LTD

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Director

 

 

 

 

ADESI 234 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOF 2 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

 

EX-SIGMA 2 LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

2

 

 

EX-SIGMA LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

 

 

 

/s/ Par Chadha

 

Par Chadha

 

 

 

 

 

 

 

HANDSON 3, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

SONINO LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

BEIGAM TRUST

 

 

 

 

By:

/s/ Sarah Jonovic

 

 

Name: Sarah Jonovic

 

 

Title: Trustee

 

3

 

 

RIFLES TRUST

 

 

 

 

By:

/s/ Ajit Singh Chadha

 

 

Name: Ajit Singh Chadha

 

 

Title: Trustee

 

 

 

 

SUNRAJ LLC

 

 

 

 

By:

/s/ Sunil Rajadhyksha

 

 

Name: Sunil Rajadhyksha

 

 

Title: Manager

 

 

 

 

/s/ Andrej Jonovic

 

Andrej Jonovic

 

 

 

 

 

 

 

SHADOW POND LLC

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Manager

 

 

 

 

/s/ Ron Cogburn

 

Ron Cogburn

 

 

 

 

 

/s/ Kanwar Chadha

 

Kanwar Chadha

 

 

 

 

 

/s/ Surinder Rametra

 

Surinder Rametra

 

4

 

 

PIDGIN ASSOCIATES LLC

 

 

 

 

By:

/s/ Xin Cheng

 

 

Name: Xin Cheng

 

 

Title: Manager

 

 

 

 

/s/ Suresh Yannamani

 

Suresh Yannamani

 

 

 

/s/ Jim Reynolds

 

Jim Reynolds

 

 

 

/s/ Vik Negi

 

Vik Negi

 

 

 

/s/ Matt Brown

 

Matt Brown

 

 

 

/s/ Srini Murali

 

Srini Murali

 

 

 

/s/ Vitalie Robu

 

Vitalie Robu

 

5