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 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 X Officer (give title below) Other (specify below) Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 03/11/2022
	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								50,047	D
Common Stock(8)	03/11/2022		D		567,540	D	(1)	3,407,899	I	See Footnote(4)(5)(7)(8)
Common Stock(6)								62,500	I	See Footnote(6)(7)
Common Stock(9)								104,083	I	See Footnote(4)(5)(7)(9)
Common Stock(10)								5,712,123	I	See Footnote(4)(5)(7)(10)
Common Stock(11)	03/11/2022		D		960,620	D	(1)	13	I	See Footnote(4)(5)(7)(11)
Common Stock(12)								15,500	I	See Footnote(4)(5)(7)(12)

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
6.00% Series B Cumulative Convertible Perpetual Pref. Stock(8)	$1.25(1)(2)	03/11/2022		A(1)		48,031		(1)(2)	(1)(2)	Common Stock	567,540	(3)	48,031	I	See Footnote(4)(5)(7)(8)
6.00% Series B Cumulative Convertible Perpetual Pref. Stock(11)	$1.25(1)(2)	03/11/2022		A(1)		28,377		(1)(2)	(1)(2)	Common Stock	960,620	(3)	28,377	I	See Footnote(4)(5)(7)(11)

1. Name and Address of Reporting Person* CHADHA PAR (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* Chadha Sharon (Last) (First) (Middle) 3003 PENNSYLVANIA AVE (Street) SANTA MONICA CA 90404 (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* HandsOn 3, LLC (Last) (First) (Middle) 8550 WEST DESERT INN ROAD SUITE 102-452 (Street) LAS VEGAS NV 89117 (City) (State) (Zip)

Explanation of Responses:

1. On March 11, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the "Series B Preferred Stock"), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock). For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the transactions contemplated by this Form 4.

2. Holders of the Issuer's Series B Preferred Stock have the option to convert some or all of their shares of Series B Preferred Stock initially into shares of Common Stock at a Conversion Price of $1.25 (subject to adjustment in certain events). In addition, if at any time the Five-Day VWAP of the Issuer's Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date.

3. A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer.

4. 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.

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

6. Shares owned directly by Sharon Chadha, Par Chadha's spouse.

7. The Reporting Person disclaims beneficial ownership of any shares of the Issuer owned by such other Persons, except to the extent of her pecuniary interest therein.

8. Shares directly owned by HOF 2.

9. Shares directly owned by HGM.

10. Shares directly owned by HOVS.

11. Shares directly owned by Adesi.

12. Shares directly owned by HOF 3.

Remarks:

See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses

	/s/ Par Chadha	03/15/2022
	/s/ Sharon Chadha	03/15/2022
	** 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).
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Exhibit 99.1

 

EXPLANATION OF RESPONSES

 

(1) On March 11, 2022, the Issuer completed an offer to exchange shares of its Common Stock for its 6.00% Series B Cumulative Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”), with each 20 shares of Common Stock being exchangeable in the Offer for one share of Series B Preferred Stock having a liquidation preference of $25.00 per share of Series B Preferred Stock (an effective price of $1.25 per share of Common Stock). For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the transactions contemplated by this Form 4.

 

(2) Holders of the Issuer’s Series B Preferred Stock have the option to convert some or all of their shares of Series B Preferred Stock initially into shares of Common Stock at a Conversion Price of $1.25 (subject to adjustment in certain events). In addition, if at any time the Five-Day VWAP of the Issuer’s Common Stock exceeds the Conversion Price, the Issuer will have the option to convert all outstanding shares of Series B Preferred Stock into shares of Common Stock at the Conversion Price of $1.25. The Series B Preferred Stock has no maturity date.

 

(3) A liquidation preference of $25.00 per share of Series B Preferred Stock means an effective price of $1.25 per share of Common Stock tendered in the Offer.

 

(4) 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.

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

(6) Shares owned directly by Sharon Chadha, Par Chadha’s spouse.

(7) The Reporting Person disclaims beneficial ownership of any shares of the Issuer owned by such other Persons, except to the extent of her pecuniary interest therein.

(8) Shares directly owned by HOF 2.

(9) Shares directly owned by HGM.

(10) Shares directly owned by HOVS.

(11) Shares directly owned by Adesi.

(12) Shares directly owned by HOF 3.