Exela Technologies Inc.

View:

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^*

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

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, par value $0.0001 per share (''Common Stock'')	12/29/2020		M		71,898	A	⁽¹⁰⁾	150,142	D
Common Stock⁽³⁾⁽⁸⁾	12/29/2020		J		197,714⁽⁸⁾	D	⁽⁸⁾	312,250	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Common Stock⁽⁴⁾								17,136,369	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Common Stock⁽⁵⁾								14,138,818	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Common Stock⁽⁶⁾								2,881,899	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Common Stock⁽⁷⁾								46,500	I	See Footnote⁽¹⁾⁽²⁾⁽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)
Restricted Stock Unit⁽⁹⁾	⁽¹⁰⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	12,324		0	D
Restricted Stock Unit⁽¹¹⁾	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	59,574		0	D
Exchangeable Preferred Interests⁽³⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	⁽¹²⁾		7,586	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Exchangeable Preferred Interests⁽⁴⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	⁽¹²⁾		146.65	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Exchangeable Preferred Interests⁽⁵⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	⁽¹²⁾		117.32	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Exchangeable Preferred Interests⁽⁶⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	⁽¹²⁾		166.2	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Series A Convertible Preferred Stock⁽³⁾	$0.909							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	17,600		19,362	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Series A Convertible Preferred Stock⁽⁴⁾	$0.909							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	49,891		54,886	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Series A Convertible Preferred Stock⁽⁵⁾	$0.909							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	1,114,480		1,226,051	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾
Series A Convertible Preferred Stock⁽⁶⁾	$0.909							⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	102,351		112,597	I	See Footnote⁽¹⁾⁽²⁾⁽¹⁵⁾

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^*

HOV Capital III 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^*

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^*

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^*

HOVS 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^*

HOV Services Ltd

(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^*

HandsOn 3, LLC

(Last)

(First)

(Middle)

8550 WEST DESERT INN ROAD,

SUITE 102-452

(Street)

LAS VEGAS,

89117

(City)

(State)

(Zip)

Explanation of Responses:

1. 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. Mr. Par Chadha may be deemed to control HandsOn 3, LLC, a Nevada limited liability company ("HOF 3") and the HGM Group.

2. 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.

3. Shares directly owned by HGM.

4. Shares directly owned by HOVS.

5. Shares directly owned by HOF 2.

6. Shares directly owned by Adesi.

7. Shares directly owned by HOF 3.

8. HGM distributed 197,714 shares of Common Stock to certain former members of Ex-Sigma LLC ("Ex-Sigma").

9. On April 2, 2018, the reporting person was granted 36,968 restricted stock units pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. This award vested at each of the 2018, 2019, and 2020 annual meetings, and has now vested in full. Such vested restricted stock units settled for shares of Common Stock.

10. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.

11. Non-employee director equity compensation pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. This award vested in full and such vested restricted stock units settled for shares of Common Stock.

12. The Exchangeable Preferred Interests are equity interests in Ex-Sigma, that, subject to certain terms and conditions that were met on February 21, 2020, and at such time became exchangeable into shares of Common Stock. The Exchangeable Preferred Interests are exchangeable into a number of shares of Common Stock equal to the purchase price of such interests, divided by the lesser of (a) $1.65 and (b) the 5-day volume weighted average price per share for a specified time period. Because on the reference date Ex-Sigma did not have sufficient shares of Common Stock to satisfy its obligations under the terms of the Exchangeable Preferred Interests, Ex-Sigma also distributed shares of Series A Convertible Preferred Stock to holders of Exchangeable Preferred Interests. Ex-Sigma does not currently hold any assets.

13. 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. The shares of Series A Convertible Preferred Stock are convertible at any time into a number of shares of Common Stock following the third anniversary of the date of issue as calculated by dividing the Liquidation Preference (as defined in the Certificate of Designation) by the Conversion Price (as defined in the Certificate of Designation), as adjusted from time to time.

14. The Series A Convertible Preferred Stock is convertible at either (x) the election of the holder, or (y) 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.

15. Following the transactions reported on this Form 4, HOVS directly owns 17,136,369 shares of Common Stock and 54,886 shares of Preferred Stock. HOF 2 directly owns 14,138,818 shares of Common Stock and 1,226,051 shares of Preferred Stock. Adesi directly owns 2,881,899 shares of Common Stock and 112,597 shares of Preferred Stock. HOF 3 directly owns 46,500 shares of Common Stock. HGM directly owns 312,250 shares of Common Stock and 19,362 shares of Preferred Stock.

Remarks:

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

	/s/ Par Chadha	12/31/2020
	** 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. HOV Capital III LLC

2. Adesi 234 LLC

3. HOF 2 LLC

4. HOVS LLC

5. HOV Services Ltd

6. HandsOn Fund 4 I LLC

7. HandsOn Global Management, LLC

8. HandsOn 3, 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

HOV CAPITAL III LLC

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

ADESI 234 LLC

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

HOF 2 LLC

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

HOVS LLC

By:	/s/ James Reynolds
Name:	James Reynolds
Title:	Manager

HOV SERVICES LTD

By:	/s/ Vik Negi
Name:	Vik Negi
Title:	Director

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

HANDSON 3, LLC

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