Mark D. Fairchild - Mar 11, 2022 Form 4 Insider Report for Exela Technologies, Inc. (XELA)

Role
Pres., Exela Smart Office
Signature
/s/ Mark D. Fairchild
Stock symbol
XELA
Transactions as of
Mar 11, 2022
Transactions value $
$0
Form type
4
Date filed
3/15/2022, 09:51 PM
Previous filing
Mar 8, 2022
Next filing
May 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XELA Common Stock Disposed to Issuer -16.1K -33.32% 32.2K Mar 11, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XELA 6.00% Series B Cumulative Convertible Perpetual Pref. Stock Award +805 805 Mar 11, 2022 Common Stock 16.1K $1.25 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.

Remarks:

See Exhibit 99.1 Exhibit 99.1 - Explanation of Responses