0001104659-24-121727.txt : 20241121 0001104659-24-121727.hdr.sgml : 20241121 20241121215647 ACCESSION NUMBER: 0001104659-24-121727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241119 FILED AS OF DATE: 20241121 DATE AS OF CHANGE: 20241121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cogburn Ronald Clark CENTRAL INDEX KEY: 0001712421 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 241486229 MAIL ADDRESS: STREET 1: 712 BANDIT TRAIL CITY: KELLER STATE: TX ZIP: 76248 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Exela Technologies, Inc. CENTRAL INDEX KEY: 0001620179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services 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 tm2429206-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-11-19 0 0001620179 Exela Technologies, Inc. XELA 0001712421 Cogburn Ronald Clark C/O EXELA TECHNOLOGIES, INC. 2701 E. GRAUWYLER RD. IRVING TX 75061 1 0 0 0 0 Common Stock (as defined below) 2024-11-19 4 A 0 80908 A 80959 D Series A Preferred Stock (as defined below) 2024-11-19 4 J 0 5772 D Common Stock 4722 D On November 19, 2024, Exela Technologies, Inc. (the "Company" or the "Issuer") entered into Preferred Stock Exchange Agreements (each an "Exchange Agreement") with certain holders of the Company's Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), including the Reporting Person or entities affiliated with the Reporting Person, pursuant to which the Company agreed to exchange a number of such holders' shares of Series A Preferred Stock for shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at a ratio determined by dividing the liquidation preference per share ($16.54) by $1.18 resulting in an effective disposition price per share of the Series A Preferred Stock equal to $16.54 and the acquisition price of the Common Stock at $1.18. For purposes of the exemption under Rule 16b-3, the transactions were approved by a special committee of the Company's board comprised of two independent directors. The number of shares reported in Column 5 of Table I includes vested options to purchase 18 shares of Common Stock and shares of Common Stock issuable upon conversion of 4,722 remaining shares of Series A Preferred Stock and 3,847 shares of Series B Preferred Stock held by Mr. Cogburn, in each case based on a conversion as of November 19, 2024 in accordance with their terms. Each share of Series A Preferred Stock is convertible at the holder's option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of liquidation preference per share as adjusted for accrued but unpaid dividends pursuant to the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock. The shares of Series A Preferred Stock have no expiration date. As of November 19, 2024 the conversion price for the Series A Preferred Stock was $0.00015837. As per note 1, the effective price of the Series A Preferred Stock disposed of in the exchange was $16.54, its accumulated liquidation preference as of November 19, 2024. /S/ Ronald C. Cogburn 2024-11-21