Ex-Sigma 2 LLC 4
4 · Exela Technologies, Inc. · Filed Jun 27, 2019
Insider Transaction Report
Form 4
Ex-Sigma 2 LLC
Director10% Owner
Transactions
- Sale
Common Stock, par value $0.0001 per share (''Common Stock'')
2019-06-25$1.65/sh−6,617,424$10,918,750→ 71,295,076 total - Sale
Common Stock
2019-06-25$1.65/sh−6,617,424$10,918,750→ 71,295,076 total(indirect: See Footnote)
Holdings
- 2,669,233
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying) - 2,669,233(indirect: See Footnote)
Series A Convertible Preferred Stock
→ Common Stock (3,263,473 underlying)
Footnotes (4)
- [F1]Ex-Sigma 2 LLC, a Delaware limited liability company ("Ex Sigma 2"), directly owns the following securities of the Issuer: (a) 71,295,076 shares of Common Stock and (b) 2,669,233 shares of Preferred Stock. Ex-Sigma 2 is a wholly-owned subsidiary of Ex-Sigma LLC, a Delaware limited liability company ("Ex-Sigma").
- [F2]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.
- [F3]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.
- [F4]Solely for purposes of Section 16 of the Exchange Act, Ex-Sigma and Ex-Sigma 2 may be deemed to be directors-by-deputization by virtue of the contractual right of its shareholders, collective the HGM Group, 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.