SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Apollo Management Holdings GP, LLC

(Last) (First) (Middle)
9 W. 57TH STREET
43RD FLOOR

(Street)
NEW YORK NY 10019

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2017
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 10/06/2017 J(1) 2,921,614 D $0.00(1) 28,647,136 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
1. Name and Address of Reporting Person*
Apollo Management Holdings GP, LLC

(Last) (First) (Middle)
9 W. 57TH STREET
43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Novitex Parent, L.P.

(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, LLC
9 W. 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Novitex Holdings, L.P.

(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, LLC
9 W. 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Novitex Parent GP, LLC

(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, LLC,
9 W. 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Management VII, L.P.

(Last) (First) (Middle)
2711 CENTERVILLE ROAD, SUITE 400

(Street)
WILMINGTON DE 19808

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AIF VII Management, LLC

(Last) (First) (Middle)
9 W. 57TH STREET
43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Management, L.P.

(Last) (First) (Middle)
2 MANHATTANVILLE ROAD
SUITE 203

(Street)
PURCHASE NY 10577

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Management GP, LLC

(Last) (First) (Middle)
TWO MANHATTANVILLE ROAD
SUITE 203

(Street)
PURCHASE NY 10577

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Management Holdings, L.P.

(Last) (First) (Middle)
9 W. 57TH STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1.
[see signatures attached as Exhibit 99.2] 10/10/2017
** 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

 

(1)         On October 6, 2017, Novitex Parent, L.P. (“Parent”) distributed 27,678,386 shares of common stock, par value $0.0001, of Exela Technologies, Inc. (the “Issuer”) to Apollo Novitex Holdings, L.P. (“Novitex Holdings”), which is a limited partner and unitholder of Parent, and distributed 2,921,614 shares of common stock of the Issuer that it held to its other unitholders.  The shares of common stock reported as beneficially owned following the reported transaction are held of record by Novitex Holdings.  Parent, Novitex Holdings and the other entities that are filing this Statement on Form 4, as described herein, are collectively referred to herein as the “Reporting Persons.”  Following the reported transaction, Parent no longer holds any shares of common stock of the Issuer and will no longer be included as a Reporting Person. 

 

Novitex Parent GP, LLC (“Novitex GP”) is the general partner of each of Parent and Novitex Holdings.  Apollo Management VII, L.P. (“Management VII”) is the manager of Novitex GP, and AIF VII Management, LLC (“AIF VII LLC”) is the general partner of Management VII.  Apollo Management, L.P. (“Apollo Management”) is the sole member-manager of AIF VII LLC, and Apollo Management GP, LLC (“Apollo Management GP”) is the general partner of Apollo Management.  Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member-manager of Apollo Management GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings.  Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Apollo Management Holdings GP. 

 

Each of the Reporting Persons, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of any shares of the Issuer’s Common Stock that may be beneficially owned by any of the Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 

 

The principal address of each of Parent, Novitex Holdings, Novitex GP, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

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Exhibit 99.2

 

This Statement on Form 4 is filed by: (i) Novitex Parent, L.P., (ii) Apollo Novitex Holdings, L.P., (iii) Novitex Parent GP, LLC, (iv) Apollo Management VII, L.P., (v) AIF VII Management, LLC, (vi) Apollo Management, L.P., (vii) Apollo Management GP, LLC, (VII) Apollo Management Holdings, L.P., and (ix) Apollo Management Holdings GP, LLC

 

Name of Designated Filer:  Apollo Management Holdings GP, LLC

Date of Event Requiring Statement:  October 6, 2017

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

 

 

NOVITEX PARENT, L.P.

 

 

 

By:

Novitex Parent GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO NOVITEX HOLDINGS, L.P.

 

 

 

By:

Novitex Parent GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

NOVITEX PARENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

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AIF VII MANAGEMENT, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

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