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*
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)
04/16/2018
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)(6) 04/16/2018 S 7,000,000 D $4.69(7) 77,912,500 D
Common Stock(1)(6) 1,250,000 D
Common Stock(2)(3)(6) 04/16/2018 S 7,000,000 D $4.69(7) 79,162,500 I See Footnotes(2)(3)
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)(4)(6) (4)(5) (4)(5) (4)(5) Common Stock 3,263,473 2,669,233 D
Series A Convertible Preferred Stock(2)(3)(6) (4)(5) (4)(5) (4)(5) Common Stock 3,263,473 2,669,233 I See Footnotes(2)(3)
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*
HOV Capital III 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*
Adesi 234 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*
hof 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*
HOVS 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*
HOV Services Ltd

(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*
HandsOn Fund 4 I, 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*
HandsOn Global Management, 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) 77,912,500 shares of Common Stock and (b) 2,669,233 shares of Preferred Stock. HandsOn Global Management, LLC, a Delaware limited liability company ("HGM"), directly owns 1,250,000 shares of Common Stock.
2. Ex-Sigma 2 is a wholly-owned subsidiary of 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"), and HOV Capital III, LLC, a Nevada limited liability company ("HOV 3") each directly own equity interests in Ex-Sigma. HOVS is a wholly-owned subsidiary of HOV Services Ltd., an Indian limited company ("HOV Services").
3. Adesi 234 LLC, a Nevada limited liability company ("Adesi"), and HOF 2 LLC, a Nevada limited liability company ("HOF 2" and together with Ex-Sigma, Ex Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the "HGM Group") together own a majority of HOF 4. Adesi and HOF 2, own a majority of the equity interests of HOV 3. By reason of Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the direct and indirect equity owners in Ex Sigma 2 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.
4. 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.
5. 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.
6. 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 (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 as a result of or in connection with the Merger, the PIPE Investment and/or the Reinvestment.
7. These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on April 16, 2018. The reported sale price reflects the price at which the reporting person sold shares to the underwriters
Remarks:
Exhibit List: Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures
Ex-Sigma 2 LLC By: /s/ James Reynolds Name: James Reynolds Title: President 04/18/2018
** 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 99.2

 

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. 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

 

1


Exhibit 99.3

 

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

 

 

1



 

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

 

 

 

 

 

EX-SIGMA LLC

 

 

 

 

 

By:

/s/ James Reynolds

 

Name:

James Reynolds

 

Title:

President

 

 

2