Mark D. Fairchild - May 17, 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: May 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/19/2022, 09:29 PM
Previous filing: Mar 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XELA	Common Stock	Disposed to Issuer		-7.9K	-99.97%		2	May 17, 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		+395	+49.07%		1.2K	May 17, 2022	Common Stock	7.9K	$1.25	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 17, 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.
F4	On May, 17, 2022, the Issuer declared a dividend of one share of Tandem Preferred Stock for each share of outstanding Series B Preferred Stock as of May 17, 2022. Each share of Tandem Preferred Stock initially has 20 votes (representing the number of votes of the Common Stock surrendered in exchange for one share of Series B Preferred Stock).

Remarks:

See Exhibit 99.1 Exhibit 99.1 - Explanation of Responses