0001104659-22-034596.txt : 20220316 0001104659-22-034596.hdr.sgml : 20220316 20220316175125 ACCESSION NUMBER: 0001104659-22-034596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220311 FILED AS OF DATE: 20220316 DATE AS OF CHANGE: 20220316 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: 22745985 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: 22745981 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: 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: 22745982 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 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: 22745978 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: 22745977 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: Chadha Sharon CENTRAL INDEX KEY: 0001885887 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 22745984 MAIL ADDRESS: STREET 1: 3003 PENNSYLVANIA AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 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: 22745983 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: 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: 22745979 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: 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: 22745980 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: 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: 22745976 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 tm228645-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-03-11 0 0001620179 Exela Technologies, Inc. XELA 0000938202 CHADHA PAR 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 1 1 1 0 Executive Chairman 0001885887 Chadha Sharon 3003 PENNSYLVANIA AVE SANTA MONICA CA 90404 1 0 1 0 0001712480 HOV Capital III LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712365 Adesi 234 LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712473 hof 2 llc 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712484 HOVS LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712482 HOV Services Ltd 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712411 HandsOn Fund 4 I, LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001712472 HandsOn Global Management, LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 0001741367 HandsOn 3, LLC 8550 WEST DESERT INN ROAD SUITE 102-452 LAS VEGAS NV 89117 0 0 1 0 Common Stock 50047 D Common Stock 2022-03-11 4 D 0 567540 D 3407899 I See Footnote Common Stock 62500 I See Footnote Common Stock 104083 I See Footnote Common Stock 5712123 I See Footnote Common Stock 2022-03-11 4 D 0 960620 D 13 I See Footnote Common Stock 15500 I See Footnote 6.00% Series B Cumulative Convertible Perpetual Pref. Stock 1.25 2022-03-11 4 A 0 48031 A Common Stock 567540 48031 I See Footnote 6.00% Series B Cumulative Convertible Perpetual Pref. Stock 1.25 2022-03-11 4 A 0 28377 A Common Stock 960620 28377 I See Footnote 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. 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. 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. 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 owned directly by Sharon Chadha, Par Chadha's spouse. 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. Shares directly owned by HOF 2. Shares directly owned by HGM. Shares directly owned by HOVS. Shares directly owned by Adesi. Shares directly owned by HOF 3. See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ Par Chadha 2022-03-15 /s/ Sharon Chadha 2022-03-15 EX-99.1 2 tm228645d6_ex99-1.htm EXHIBIT 99.1

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.

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