Home/Filings/4/0001104659-18-024860

4//SEC Filing

HandsOn Global Management, LLC 4

Accession 0001104659-18-024860

CIK 0001620179other

View on SEC.gov Company Profile

Filed

Apr 17, 8:00 PM ET

Accepted

Apr 18, 4:19 PM ET

Size

64.5 KB

Accession

0001104659-18-024860

Insider Transaction Report

Form 4

Period: 2018-04-16

Exela Technologies, Inc.XELA

hof 2 llc

Director10% Owner

Transactions

Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)
Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total

Holdings

Common Stock
1,250,000
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233

HOVS LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Common Stock
1,250,000
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233

HOV Services Ltd

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Common Stock
1,250,000
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233

Ex-Sigma 2 LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Common Stock
1,250,000

Adesi 234 LLC

Director10% Owner

Transactions

Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)
Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total

Holdings

Common Stock
1,250,000
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233

HandsOn Fund 4 I, LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Common Stock
1,250,000
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233

HandsOn Global Management, LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233
Common Stock
1,250,000
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233

Ex-Sigma LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Common Stock
1,250,000
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233

HOV Capital III LLC

Director10% Owner

Transactions

Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2018-04-16$4.69/sh−7,000,000$32,830,000→ 77,912,500 total
Sale
Common Stock
2018-04-16$4.69/sh−7,000,000$32,830,000→ 79,162,500 total(indirect: See Footnotes)

Holdings

Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
2,669,233
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (3,263,473 underlying)
2,669,233
Common Stock
1,250,000

Footnotes (7)

[F1]Ex-Sigma 2 LLC, a Delaware limited liability company ("Ex Sigma 2"), directly owns the following securities of the Issuer: (a) 77,912,500 shares of Common Stock and (b) 2,669,233 shares of Preferred Stock. HandsOn Global Management, LLC, a Delaware limited liability company ("HGM"), directly owns 1,250,000 shares of Common Stock.
[F2]Ex-Sigma 2 is a wholly-owned subsidiary of Ex-Sigma LLC, a Delaware limited liability company ("Ex-Sigma"). 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 equity interests in Ex-Sigma. HOVS is a wholly-owned subsidiary of HOV Services Ltd., an Indian limited company ("HOV Services").
[F3]Adesi 234 LLC, a Nevada limited liability company ("Adesi"), and HOF 2 LLC, a Nevada limited liability company ("HOF 2" and together with Ex-Sigma, Ex Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the "HGM Group") together own a majority of HOF 4. Adesi and HOF 2, own a majority of the equity interests of HOV 3. By reason of Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the direct and indirect equity owners in Ex Sigma 2 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.
[F4]Ex-Sigma 2 owns 2,669,233 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into the number of shares of Common Stock equal to the Applicable Conversion Rate (as defined in the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock (the "Certificate of Designation")) in effect as of the date of such conversion.
[F5]The initial Applicable Conversion Rate is 1.2226 shares of Common Stock for each share of Preferred Stock, which rate will increase following the third anniversary of the date of issue, (x) at the election of the holder, or (y) at the election of the Company from and after the time that the weighted average price of the Common Stock equals or exceeds $24 for at least 5 consecutive days on which trading in the Common Stock generally occurs on the Nasdaq Stock Market. The shares of Series A Convertible Preferred Stock have no expiration date.
[F6]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 (the "Board"). For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the Board approved the acquisition of any direct or indirect pecuniary interest of any and all shares of the Issuer by each member of the HGM Group as a result of or in connection with the Merger, the PIPE Investment and/or the Reinvestment.
[F7]These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on April 16, 2018. The reported sale price reflects the price at which the reporting person sold shares to the underwriters

Documents

3 files

Issuer

Exela Technologies, Inc.

CIK 0001620179

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001712472

Filing Metadata

Form type: 4
Filed: Apr 17, 8:00 PM ET
Accepted: Apr 18, 4:19 PM ET
Size: 64.5 KB

View on SEC.gov