0001104659-20-141059.txt : 20201231 0001104659-20-141059.hdr.sgml : 20201231 20201231181106 ACCESSION NUMBER: 0001104659-20-141059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHADHA PAR CENTRAL INDEX KEY: 0000938202 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOV Capital III LLC CENTRAL INDEX KEY: 0001712480 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429623 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-45 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-45 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adesi 234 LLC CENTRAL INDEX KEY: 0001712365 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429624 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: hof 2 llc CENTRAL INDEX KEY: 0001712473 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429625 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOVS LLC CENTRAL INDEX KEY: 0001712484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429626 BUSINESS ADDRESS: STREET 1: 855 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 313 231 7020 MAIL ADDRESS: STREET 1: 855 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOV Services Ltd CENTRAL INDEX KEY: 0001712482 STATE OF INCORPORATION: K7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429627 BUSINESS ADDRESS: STREET 1: 3RD FLOOR SHARDA ARCADE STREET 2: PUNE SATARA RD. BIBWEWADI CITY: PUNE STATE: K7 ZIP: 411037 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 3RD FLOOR SHARDA ARCADE STREET 2: PUNE SATARA RD. BIBWEWADI CITY: PUNE STATE: K7 ZIP: 411037 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HandsOn Fund 4 I, LLC CENTRAL INDEX KEY: 0001712411 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429628 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HandsOn Global Management, LLC CENTRAL INDEX KEY: 0001712472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429629 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310 857 6320 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HandsOn 3, LLC CENTRAL INDEX KEY: 0001741367 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 201429630 BUSINESS ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 310-795-0785 MAIL ADDRESS: STREET 1: 8550 WEST DESERT INN ROAD STREET 2: SUITE 102-452 CITY: LAS VEGAS STATE: NV ZIP: 89117 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 tm2039685d3_4.xml OWNERSHIP DOCUMENT X0306 4 2020-12-29 0 0001620179 Exela Technologies, Inc. XELA 0000938202 CHADHA PAR 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712480 HOV Capital III LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712365 Adesi 234 LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712473 hof 2 llc 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712484 HOVS LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712482 HOV Services Ltd 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712411 HandsOn Fund 4 I, LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001712472 HandsOn Global Management, LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 0001741367 HandsOn 3, LLC 8550 WEST DESERT INN ROAD, SUITE 102-452 LAS VEGAS, NV 89117 1 0 1 0 Common Stock, par value $0.0001 per share (''Common Stock'') 2020-12-29 4 M 0 71898 A 150142 D Common Stock 2020-12-29 4 J 0 197714 D 312250 I See Footnote Common Stock 17136369 I See Footnote Common Stock 14138818 I See Footnote Common Stock 2881899 I See Footnote Common Stock 46500 I See Footnote Restricted Stock Unit Common Stock 12324 0 D Restricted Stock Unit Common Stock 59574 0 D Exchangeable Preferred Interests Common Stock 7586 I See Footnote Exchangeable Preferred Interests Common Stock 146.65 I See Footnote Exchangeable Preferred Interests Common Stock 117.32 I See Footnote Exchangeable Preferred Interests Common Stock 166.2 I See Footnote Series A Convertible Preferred Stock 0.9090 Common Stock 17600 19362 I See Footnote Series A Convertible Preferred Stock 0.9090 Common Stock 49891 54886 I See Footnote Series A Convertible Preferred Stock 0.9090 Common Stock 1114480 1226051 I See Footnote Series A Convertible Preferred Stock 0.9090 Common Stock 102351 112597 I See Footnote 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. 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. Shares directly owned by HGM. Shares directly owned by HOVS. Shares directly owned by HOF 2. Shares directly owned by Adesi. Shares directly owned by HOF 3. HGM distributed 197,714 shares of Common Stock to certain former members of Ex-Sigma LLC ("Ex-Sigma"). On April 2, 2018, the reporting person was granted 36,968 restricted stock units pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. This award vested at each of the 2018, 2019, and 2020 annual meetings, and has now vested in full. Such vested restricted stock units settled for shares of Common Stock. Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock. Non-employee director equity compensation pursuant to the terms and conditions of the Director Compensation Policy and 2018 Stock Incentive Plan. This award vested in full and such vested restricted stock units settled for shares of Common Stock. The Exchangeable Preferred Interests are equity interests in Ex-Sigma, that, subject to certain terms and conditions that were met on February 21, 2020, and at such time became exchangeable into shares of Common Stock. The Exchangeable Preferred Interests are exchangeable into a number of shares of Common Stock equal to the purchase price of such interests, divided by the lesser of (a) $1.65 and (b) the 5-day volume weighted average price per share for a specified time period. Because on the reference date Ex-Sigma did not have sufficient shares of Common Stock to satisfy its obligations under the terms of the Exchangeable Preferred Interests, Ex-Sigma also distributed shares of Series A Convertible Preferred Stock to holders of Exchangeable Preferred Interests. Ex-Sigma does not currently hold any assets. 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 into a number of shares of Common Stock following the third anniversary of the date of issue as calculated by dividing the Liquidation Preference (as defined in the Certificate of Designation) by the Conversion Price (as defined in the Certificate of Designation), as adjusted from time to time. The Series A Convertible Preferred Stock is convertible at either (x) the election of the holder, or (y) 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. Following the transactions reported on this Form 4, HOVS directly owns 17,136,369 shares of Common Stock and 54,886 shares of Preferred Stock. HOF 2 directly owns 14,138,818 shares of Common Stock and 1,226,051 shares of Preferred Stock. Adesi directly owns 2,881,899 shares of Common Stock and 112,597 shares of Preferred Stock. HOF 3 directly owns 46,500 shares of Common Stock. HGM directly owns 312,250 shares of Common Stock and 19,362 shares of Preferred Stock. Exhibit List: Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures /s/ Par Chadha 2020-12-31 EX-99.1 2 tm2039685d3_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

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. HandsOn 3, LLC

 

The business address for each of the above reporting persons is:

 

8550 West Desert Inn Road, Suite 102-452

Las Vegas, NV 89117

 

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 EX-99.2 3 tm2039685d3_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

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  

  

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  
   
HANDSON 3, LLC  
     
By: /s/ Par Chadha  
Name: Par Chadha  
Title: Manager  

 

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