Marc A. Beilinson - May 31, 2022 Form 4 Insider Report for Exela Technologies, Inc. (XELA)

Role
Director
Signature
/s/ Marc Beilinson
Stock symbol
XELA
Transactions as of
May 31, 2022
Transactions value $
$0
Form type
4
Date filed
6/2/2022, 09:47 PM
Previous filing
May 18, 2022
Next filing
Aug 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XELA Common Stock, par value $0.0001 per share Other -125K -63.61% 71.5K May 31, 2022 Direct F3, F4

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 Restricted Stock Units Other +125K 125K May 31, 2022 Common Stock 125K 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 December 31, 2021, following the Company's 2021 annual meeting of stockholders, the reporting person was granted 125,000 restricted stock units as non-employee director equity compensation pursuant to the terms and conditions of the Company's Director Compensation Policy and 2018 Stock Incentive Plan. The restricted stock units vested on January 3, 2022, the first business day of 2022.
F2 Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock, which may be settled in shares of Common Stock or cash, as elected by the Compensation Committee of the Board of Directors of the Company. If the Company's Amended and Restated Stock 2018 Incentive Plan is not approved at the 2022 annual meeting, the restricted stock units will be settled in cash.
F3 On December 31, 2021, the reporting person was granted restricted stock units in accordance with the Company's Amended and Restated Stock 2018 Incentive Plan ("Plan") that were settled in January 2022. The Plan was approved by the stockholders of the Company at the Company's 2021 annual meeting held December 31, 2021. Subsequent to such approval, a lawsuit was filed against the Company alleging that the Company did not properly count the broker non-votes on such matter, and that as a result the Plan was not properly approved at the 2021 annual meeting. The Company decided to re-submit the Plan to its stockholders for re-approvals at its upcoming annual meeting rather than incurring the expense of pursuing litigation.
F4 In connection with the re-submission of the Plan, the delivery of shares under the Plan pursuant to the settlement of restricted stock units granted under the Plan on December 31, 2021 has been rescinded and the amendment and restatement of the 2018 Stock Incentive Plan has been terminated. The restricted stock units will be settled upon re-approval of the amended and restated Plan in either cash or shares of common stock, as will be determined by our Compensation Committee in its sole discretion, which is expected to occur at the 2022 annual meeting. If the Plan is not approved, the restricted stock units will be settled in cash.