0001104659-20-025630.txt : 20200227 0001104659-20-025630.hdr.sgml : 20200227 20200227061031 ACCESSION NUMBER: 0001104659-20-025630 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191022 FILED AS OF DATE: 20200227 DATE AS OF CHANGE: 20200227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Murali Srinivasan CENTRAL INDEX KEY: 0001772272 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 20658327 MAIL ADDRESS: STREET 1: C/O EXELA TECHNOLOGIES, INC. STREET 2: 2701 E. GRAUWLER RD. CITY: IRVING STATE: TX ZIP: 75038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Exela Technologies, Inc. CENTRAL INDEX KEY: 0001620179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 471347291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 BUSINESS PHONE: 844-935-2832 MAIL ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 FORMER COMPANY: FORMER CONFORMED NAME: Quinpario Acquisition Corp. 2 DATE OF NAME CHANGE: 20140922 4 1 a4.xml 4 X0306 4 2019-10-22 0 0001620179 Exela Technologies, Inc. XELA 0001772272 Murali Srinivasan C/O EXELA TECHNOLOGIES, INC., 2701 E. GRAUWYLER RD. IRVING TX 75061 0 1 0 0 President, Americas and APAC Common Stock, par value $0.0001 per share (''Common Stock'') 2020-02-21 4 C 0 50747 A 99671 D Common Stock 2020-02-26 4 J 0 17141 A 116812 D Exchangeable Preferred Interests 1.21 2019-10-22 4 J 0 102.17 A Common Stock 80633 102.17 D Series A Convertible Preferred Stock 1.2226 2020-02-21 4 C 0 1964 A Common Stock 2401 1964 D Exchangeable Preferred Interests 1.21 2020-02-21 4 C 0 64.31 D Common Stock 50753 37.86 D Series A Convertible Preferred Stock 1.2226 2020-02-26 4 J 0 673 A Common Stock 823 2637 D Stock Option (Right to Buy) 5.98 2028-08-31 Common Stock 102600 102600 D Stock Option (Right to Buy) 1.30 2029-08-26 Common Stock 102600 102600 D See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. By: /s/ Srinivasan Murali 2020-02-25 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

 

1. 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.  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.

 

2.  The Exchangeable Preferred Interests were acquired on October 22, 2019, upon the exchange of the Reporting Person’s common units in Ex-Sigma LLC (“Ex-Sigma”), net of common units withheld to pay withholding taxes.

 

3. The Exchangeable Preferred Interests are equity interests in Ex-Sigma LLC.  Ex-Sigma is the sole owner of Ex-Sigma 2 LLC (“ES2”), which is the largest holder of Exela Technologies, Inc. (the “Issuer”) stock.  At such time as Ex-Sigma receives a distribution of Common Stock from ES2 (and not prior to such time), the Exchangeable Preferred Interests are exchangeable into a number of shares of Common Stock equal to the purchase price of such Exchangeable Preferred Interests divided by $1.21.

 

4. On February 21, 2020, ES2 distributed Series A Convertible Preferred Stock and Common Stock to Ex-Sigma.  Pursuant to the terms of its limited liability company agreement, Ex-Sigma distributed such shares pro rata to the holders of its Exchangeable Preferred Interests according to their relative entitlement, and retired a corresponding number of Exchangeable Preferred Interests.

 

5. Forty percent of the options will vest and become exercisable on August 31, 2020 and the remainder will vest and become exercisable on August 31, 2022.

 

6. Forty percent of the options will vest and become exercisable on August 26, 2021 and the remainder will vest and become exercisable on August 26, 2023.

 

7. HandsOn Global Management, LLC (“HGM”) distributed 38,582,425 shares of Common Stock and 1,493,638 shares of Preferred Stock (the “First HGM Distribution”) on the following basis: first in settlement of certain claims members of Ex-Sigma whom HGM reasonably believes are “accredited investors” as such term is defined in Regulation D of the Securities Act of 1933 (the “Securities Act”); second among the members of HGM pro rata in accordance with their respective entitlements, subject to further adjustments described below; third HGM agreed with certain of its members to exchange the Preferred Stock to be received for Common Stock at the rate of 1.2226 shares of Common Stock per share of Preferred Stock, representing the rate at which the Preferred Stock can be converted to Common Stock on the date of the exchange and fourth HGM negotiated additional adjustments to the distribution with certain of its members.