Par Chadha - May 31, 2022 Form 4 Insider Report for Exela Technologies, Inc. (XELA)

Signature
/s/ Par Chadha
Stock symbol
XELA
Transactions as of
May 31, 2022
Transactions value $
$0
Form type
4
Date filed
6/2/2022, 09:48 PM
Previous filing
May 23, 2022
Next filing
Jun 29, 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 (''Common Stock'') Other -93.9K -99.98% 17 May 31, 2022 Direct F3, F14
transaction XELA Common Stock Other -27.7K -99.99% 3 May 31, 2022 See Footnote F3, F6, F7, F14
holding XELA Common Stock 19 May 31, 2022 See Footnote F4, F5, F7, F8
holding XELA Common Stock 3 May 31, 2022 See Footnote F4, F5, F7, F9
holding XELA Common Stock 3 May 31, 2022 See Footnote F4, F5, F7, F10
holding XELA Common Stock 13 May 31, 2022 See Footnote F4, F5, F7, F11

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 +27.7K 27.7K May 31, 2022 Common Stock 27.7K See Footnote F2, F3, F6, F7, F12, F14
transaction XELA Restricted Stock Units Other +159K 159K May 31, 2022 Common Stock 159K Direct F2, F3, F13, F14
holding XELA Restricted Stock Units 60.6K May 31, 2022 Common Stock 60.6K See Footnote F1, F2, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 11, 2021, Sharon Chadha was granted 90,909 restricted stock 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 remainder of this award will vest in equal installments immediately prior to each of the 2022 and 2023 annual meetings of the Company.
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 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.
F5 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.
F6 Shares owned directly by Sharon Chadha, Par Chadha's spouse.
F7 The Reporting Person disclaims beneficial ownership of any shares of the Issuer owned by such other Persons, except to the extent of his or her pecuniary interest therein.
F8 Shares directly owned by HOF 2.
F9 Shares directly owned by HGM.
F10 Shares directly owned by HOVS.
F11 Shares directly owned by Adesi.
F12 On December 31, 2021, following the Company's 2021 annual meeting of stockholders, Sharon Chadha was granted 27,740 restricted stock units as non-employee director equity compensation for 2021 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.
F13 On December 31, 2021, following the Company's 2021 annual meeting of stockholders, Par Chadha was granted 159,091 restricted stock units as equity compensation for 2021 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.
F14 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.