Form 4 Exela Technologies, Inc. For: May 17 Filed by: Reynolds James
Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).|
1. Name and Address of Reporting Person
2. Issuer Name
Ticker or Trading Symbol
Exela Technologies, Inc. [ XELA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
|Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned|
|1. Title of Security (Instr. 3)||2. Transaction Date (Month/Day/Year)||2A. Deemed Execution Date, if any (Month/Day/Year)||3. Transaction Code (Instr. 8)||4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)||5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)||6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)||7. Nature of Indirect Beneficial Ownership (Instr. 4)|
|Code||V||Amount||(A) or (D)||Price|
|Common Stock||05/17/2022||D||700,000||D||(1)||314,876 (4)||I||See Footnote (5)|
|Common Stock||17,612 (4)||D|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr. 3)||2. Conversion or Exercise Price of Derivative Security||3. Transaction Date (Month/Day/Year)||3A. Deemed Execution Date, if any (Month/Day/Year)||4. Transaction Code (Instr. 8)||5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)||6. Date Exercisable and Expiration Date (Month/Day/Year)||7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)||8. Price of Derivative Security (Instr. 5)||9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)||10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)||11. Nature of Indirect Beneficial Ownership (Instr. 4)|
|Code||V||(A)||(D)||Date Exercisable||Expiration Date||Title||Amount or Number of Shares|
|6.00% Series B Cumulative Convertible Perpetual Pref. Stock (6)||$ 1.25 (1) (2)||05/17/2022||A (1)||35,000||(1) (2)||(1) (2)||Common Stock||700,000||(3)||37,500||I||See Footnote (5)|
|/s/ James Reynolds||05/17/2022|
|** Signature of Reporting Person||Date|
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.|
|* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
EXPLANATION OF RESPONSES
(1) 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.
(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) The number of shares reported in this Form 4 account for the one-for-three Reverse Stock Split effected by the Issuer on January 25, 2021.
(5) Shares are held by SoNino LLC, which Mr. Reynolds controls.
(6) 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).
- Wall Street mints big gains to end strong week
- JP Morgan's Kolanovic Predicts No Recession and Next Week's Rebalancing Could Drive Stocks Up 7%
- U.S. Supreme Court overturns Roe v. Wade, ends constitutional right to abortion
- FedEx (FDX) Gains on Solid FY23 Outlook, Analysts Mostly Bulled Up Into Next Week's Investors Day
- Get Ready for a 10% Rally in S&P 500
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Stocks with Implied Volatility Movement
- Hong Kong Second Home Plan to Launch Digital Exchange to Celebrate the 25th Anniversary of Hong Kong's Return to the Motherland
- ABC Issues Statement on Supreme Court Decision in Dobbs V. Jackson
Create E-mail Alert Related CategoriesSEC Filings
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!