0001104659-22-063035.txt : 20220519 0001104659-22-063035.hdr.sgml : 20220519 20220519212821 ACCESSION NUMBER: 0001104659-22-063035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220517 FILED AS OF DATE: 20220519 DATE AS OF CHANGE: 20220519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REXFORD JOHN H CENTRAL INDEX KEY: 0001200475 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36788 FILM NUMBER: 22945131 MAIL ADDRESS: STREET 1: 2828 N HASKELL AVENUE STREET 2: BLDG 1 FL-10 CITY: DALLAS STATE: TX ZIP: 75204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Exela Technologies, Inc. CENTRAL INDEX KEY: 0001620179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 471347291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 BUSINESS PHONE: 844-935-2832 MAIL ADDRESS: STREET 1: 2701 EAST GRAUWYLER RD. CITY: IRVING STATE: TX ZIP: 75061 FORMER COMPANY: FORMER CONFORMED NAME: Quinpario Acquisition Corp. 2 DATE OF NAME CHANGE: 20140922 4 1 tm2216055-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-05-17 0 0001620179 Exela Technologies, Inc. XELA 0001200475 REXFORD JOHN H 4328 LORRAINE AVE. DALLAS TX 75205 1 0 0 0 Common Stock 2022-05-17 4 D 0 39680 D 125002 D 6.00% Series B Cumulative Convertible Perpetual Pref. Stock 1.25 2022-05-17 4 A 0 1984 A Common Stock 39680 3234 D On March 11, 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. 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. 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. 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). See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses /s/ John H. Rexford 2022-05-19 EX-99.1 2 tm2216055d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

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) 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).