SC 13D/A 1 a19-12504_1sc13da.htm SC 13D/A

 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Exela Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

30162V102

(CUSIP Number)

 

Andrej Jonovic

HandsOn Global Management

8550 West Desert Inn Road, Suite 102-452

Las Vegas, Nevada 89117

424-268-8900

 

With a copy to:

Maurice M. Lefkort

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

212-728-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 25, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn Global Management LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
78,636,415

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
78,636,415

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
51.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC, plus 430,698 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

2


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Par Chadha

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
78,636,415

 

9

Sole Dispositive Power
150,142

 

10

Shared Dispositive Power
76,460,365

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
78,636,415

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
51.1% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC, plus 430,698 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

3


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOF 2 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,792,421

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,792,421

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,792,421

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.8% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

4


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOVS LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,764,907

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,764,907

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,764,907

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.7% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

5


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOV Services Ltd

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
India

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,764,907

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,764,907

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,764,907

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.7% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

6


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Adesi 234 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,723,635

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,723,635

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,723,635

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.7% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

7


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn Fund 4 I LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,558,549

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,558,549

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,558,549

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.6% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

8


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOV Capital III LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,558,549

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,558,549

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,558,549

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.6% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

9


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ex-Sigma 2 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,558,549

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,558,549

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,558,549

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.6% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

10


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ex-Sigma LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,558,549

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
74,558,549

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,558,549

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
48.6% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 3,263,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by Ex-Sigma 2, LLC.

 

11


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Surinder Rametra

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
412,716

 

9

Sole Dispositive Power
412,716

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
412,716

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

12


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Pidgin Associates LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
288,901

 

9

Sole Dispositive Power
288,901

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
288,901

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

13


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
SoNino LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
247,630

 

9

Sole Dispositive Power
247,630

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
247,630

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

14


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Beigam Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
247,630

 

9

Sole Dispositive Power
247,630

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
247,630

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

15


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ron Cogburn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
198,757

 

9

Sole Dispositive Power
198,757

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
198,757

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q, plus 185,000 shares of Common Stock issuable upon settlement of restricted stock units and exercise of options held by the Reporting Person.

 

16


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Shadow Pond LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
178,844

 

9

Sole Dispositive Power
178,844

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
178,844

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

17


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
SunRaj LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
110,058

 

9

Sole Dispositive Power
110,058

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
110,058

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
50.0% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

18


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rifles Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
82,543

 

9

Sole Dispositive Power
82,543

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
82,543

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

19


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Andrej Jonovic

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Serbia; Sweden

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
71,272

 

9

Sole Dispositive Power
71,272

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,272

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

20


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn 3, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF, OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
46,500

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
46,500

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,500

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

21


 

CUSIP No. 30162V102

SCHEDULE 13D

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Kanwar Chadha

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
13,757

 

9

Sole Dispositive Power
13,757

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
13,757

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,142,955 shares of Common Stock of the Issuer outstanding, as of May 8, 2019, as reported in the Issuer’s Form 10-Q.

 

22


 

CUSIP No. 30162V102

 

The information in this Amendment No. 5 to Schedule 13D (this “Fifth Amendment” or this “13D/A”) amends the Schedule 13D (the “Initial Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Mr. Par Chadha, HandsOn Global Management, LLC, a Delaware limited liability company (“HGM”), Ex-Sigma 2 LLC, a Delaware limited liability company (“Ex-Sigma 2”), 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”), HOV Capital III, LLC, a Nevada limited liability company (“HOV 3”), HOV Services Ltd., an Indian limited company (“HOV Services”), Adesi 234 LLC, a Nevada limited liability company (“Adesi”), HOF 2 LLC, a Nevada limited liability company (“HOF 2” and together with Mr. Chadha, Ex-Sigma, Ex-Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the “Initial Reporting Persons”) on July 24, 2017, relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Exela Technologies, Inc. (the “Issuer”), as amended by Amendment No. 1 to Schedule 13D filed by the Initial Reporting Persons on April 16, 2018, Amendment No. 2 to Schedule 13D filed by the Initial Reporting Persons and HandsOn 3, LLC, a Nevada limited liability company and an affiliate of the Initial Reporting Persons (“HOF 3 and together with the Initial Reporting Persons the “Amended Reporting Persons”)  on June 20, 2018, Amendment No. 3 to Schedule 13D filed by the Amended Reporting Persons on May 28, 2019 and Amendment No. 4 to Schedule 13D filed by the Amended Reporting Persons on June 26, 2019 (the “Prior Amendments”).

 

This Fifth Amendment is filed to provide additional information on entities that have joined the group pursuant a Voting Agreement (the “Voting Agreement”) by and among SoNino LLC, The Beigam Trust, The Rifles Trust, SunRaj LLC, Pidgin Associates LLC, Andrej Jonovic, Shadow Pond LLC, Ron Cogburn, Kanwar Chadha and Surinder Rametra (collectively, the “Voting Agreement Parties”) and certain of the Amended Reporting Persons (together with the Voting Agreement Parties, the “Reporting Persons”).

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

The persons filing this Schedule 13D are Mr. Par Chadha, HandsOn Global Management, LLC, a Delaware limited liability company (“HGM”), Ex-Sigma 2 LLC, a Delaware limited liability company (“Ex-Sigma 2”), 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”), HOV Capital III, LLC, a Nevada limited liability company (“HOV 3”), HOV Services Ltd., an Indian limited company (“HOV Services”), Adesi 234 LLC, a Nevada limited liability company (“Adesi”), HOF 2 LLC, a Nevada limited liability company (“HOF 2”), HandsOn 3, LLC, a Nevada limited liability company (“HOF 3”) SoNino LLC, a Nevada limited liability company (“SoNino”) Beigam Trust, a Nevada trust (“Beigam”), Rifles Trust, a Nevada trust (“Rifles”), SunRaj LLC, a California limited liability company (“SunRaj”), Pidgin Associates LLC, a Nevada limited liability company (“Pidgin”), Mr. Andrej Jonovic, Mr. Ron Cogburn, Mr. Kanwar Chadha, Mr. Surinder Rametra and Shadow Pond LLC, a Nevada limited liability company (“Shadow Pond” and together with Mr. Par Chadha, Ex-Sigma, Ex-Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, Adesi, HOF 2, HOF 3, SoNino, Beigam, Rifles, SunRaj, Mr. Jonovic, Mr. Cogburn, Mr. Kanwar Chadha and Mr. Rametra, the “Reporting Persons”).

 

The principal business address of the Amended Reporting Persons, the Scheduled Persons (as defined below), Beigam, Rifles, Shadow Pond and Pidgin is 8550 West Desert Inn Road, Suite 102-452, Las Vegas, NV 89117. The principal address of Sonino is 29 Warner Rd., Grosse Pointe Farms, MI 48236.  The principal address of SunRaj is 4260 Pilon Point, San Diego, CA 92130.  The principal address of Surinder Rametra is 27 Riesling Court, Commack, NY 11725. The principal address of Mr. Kanwar Chadha is 31907 Calle El Potrero, Pauma Valley, CA 92061.

 

Schedule A hereto sets forth lists of all the directors/managers and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each Reporting Person.

 

The principal business of Ex-Sigma 2 is acting as a shareholder of the Issuer.  The principal business of Ex-Sigma is acting as the sole equityholder of Ex-Sigma 2.  The principal business of each of HOVS, HOF 4 and HOV 3 is acting as an equityholder of Ex-Sigma.  The principal business of HOV Services is providing information technology (“IT”) and IT enabled services as well as holding an indirect interest in Exela.  The principal business of each of Adesi and HOF 2 is acting as an equityholder of HOF 4 and HOV 3.  The principal business of HGM and principal occupation of Mr. Par Chadha is making private equity and related investments and in the case of Mr. Par Chadha serving as the Chairman of the Issuer. The principal business of each of SoNino and Shadow Pond is acting as a holding company of investments, including in the Issuer. The principal business of Rifles is acting as a trust. The principal occupation of Mr. Rametra is engaging in business.  The principal occupation of Mr. Jonovic is Executive Vice President of the Issuer and Managing Director of one or more Reporting Persons. The principal business of Beigam is acting as a trust. The principal business of SunRaj is management services. The principal business of Pidgin is consulting.  The principal occupation of Mr.

 

23


 

Kanwar Chadha is acting as a corporate officer.  The principal occupation of Mr. Cogburn is acting as the Chief Executive Officer of the Issuer.

 

The Reporting Persons have entered into a Joint Filing Agreement, dated July [·], 2019, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Act.

 

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, any Scheduled Person, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.

 

Mr. Par Chadha, Mr. Cogburn, Mr. Kanwar Chadha, and Mr. Rametra are each citizens of the United States of America. Mr. Jonovic is a citizen of Serbia and Sweden.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby supplemented as follows:

 

Each of the Voting Agreement Parties used personal funds to finance their purchases.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby supplemented as follows:

 

(a)-(b)

 

SoNino directly owns 247,630 shares of Common Stock, indirectly owns 1,019 units in Ex-Sigma and owns 474.85 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 287,785.84 shares of Common Stock. Beigam directly owns 247,630 shares of Common Stock and owns 474.85 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 287,785.84 shares of Common Stock. Rifles directly owns 82,543 shares of Common Stock and owns 158.28 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 95,928.61 shares of Common Stock. SunRaj directly owns 110,058 shares of Common Stock, indirectly owns 1,000 units in Ex-Sigma and owns 211.04 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 127,904.81 shares of Common Stock. Pidgin directly owns 288,901 shares of Common Stock, indirectly owns 108 units in Ex-Sigma and owns 553.988 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 335,750.14 shares of Common Stock. Mr. Jonovic directly owns 71,272 shares of Common Stock and owns 79.14 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 47,964.30 shares of Common Stock. Shadow Pond directly owns 178,844 shares of Common Stock and owns 342.95 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 207,845.33 shares of Common Stock. Mr. Cogburn directly owns 13,757 shares of Common Stock, has been granted 111,000 stock options and 74,000 Restricted Stock Units, indirectly owns 110 units in Ex-Sigma and owns 26.38 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 15,988.10 shares of Common Stock. Mr. Kanwar Chadha directly owns 13,757 shares of Common Stock and owns 26.38 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 15,988.10 shares of Common Stock. Mr. Rametra directly owns 412,716 shares of Common Stock and owns 791.41 Exchangeable Preferred Interests in Ex-Sigma that are exchangeable (if and/or when Ex-Sigma gains direct ownership over the shares currently held by Ex-Sigma 2) into 479,643.06 shares of Common Stock.

 

Percentages in this Schedule 13D for Mr. Cogburn are calculated based on the quotient obtained by dividing (i) the aggregate number of shares of Common Stock (x) beneficially owned by Mr. Cogburn, (y) issuable upon the exercise of options owned by the Reporting Person whether or not such vesting is to occur within 60 days, and (z) issuable upon vesting of Restricted Stock Units owned by the Reporting Person whether or not such vesting is to occur within 60 days, by (ii) the sum of (x) 150,142,955  shares of Common Stock outstanding as of May 8, 2019 as reported in the Issuer’s 10-Q, and (y) the amount set forth in clause (i)(y), and (z).

 

24


 

The Reporting Persons are reporting beneficial ownership over the Common Stock issuable upon conversion of the Preferred Stock, vesting of the Restricted Stock Units and exercise of the stock options, even though such conversion, vesting or exercise may not occur within 60 days of the date hereof.  Other than for purposes of this Report, the Reporting Persons expressly disclaim such beneficial ownership, and nothing herein shall be deemed to be an admission by any Reporting Person as to the beneficial ownership of such shares.

 

(c) Of the 1,637,108 Shares purchased on June 25, 2019 by the Voting Agreement Parties from Ex-Sigma 2, SoNino purchased 247,630 shares of Common Stock, Beigam purchased 247,630 shares of Common Stock, Rifles purchased 82,543 shares of Common Stock, SunRaj purchased 110,058 shares of Common Stock, Pidgin purchased 288,901 shares of Common Stock, Mr. Jonovic purchased 41,272 shares of Common Stock, Shadow Pond purchased 178,844 shares of Common Stock, Mr. Cogburn purchased 13,757 shares of Common Stock, Mr. Kanwar Chadha purchased 13,757 shares of Common Stock and Mr. Rametra purchased 412,716 shares of Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 99.1 and incorporated by reference herein, with respect to the joint filing of this Schedule 13D and any amendments thereto.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 99.1: Amended and Restated Joint Filing Agreement

 

25


 

CUSIP No. 30162V102

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Fifth Amendment is true, complete and correct.

 

Dated: July 5, 2019

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOVS LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

HANDSON FUND 4 I LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

 

 

 

HOV CAPITAL III LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOV SERVICES LTD

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Director

 

 

 

 

ADESI 234 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOF 2 LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

26


 

 

EX-SIGMA 2 LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

EX-SIGMA LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

 

 

 

/s/ Par Chadha

 

Par Chadha

 

 

 

 

 

 

 

HANDSON 3, LLC

 

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

SONINO LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

BEIGAM TRUST

 

 

 

 

By:

/s/ Sarah Jonovic

 

 

Name: Sarah Jonovic

 

 

Title: Trustee

 

 

 

 

RIFLES TRUST

 

 

 

 

By:

/s/ Ajit Singh Chadha

 

 

Name: Ajit Singh Chadha

 

 

Title: Trustee

 

 

 

 

SUNRAJ LLC

 

 

 

 

By:

/s/ Sunil Rajadhyksha

 

 

Name: Sunil Rajadhyksha

 

 

Title: Manager

 

 

 

 

/s/ Andrej Jonovic

 

Andrej Jonovic

 

27


 

 

SHADOW POND LLC

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Manager

 

 

 

 

/s/ Ron Cogburn

 

Ron Cogburn

 

 

 

 

 

 

 

/s/ Kanwar Chadha

 

Kanwar Chadha

 

 

 

 

 

 

 

/s/ Surinder Rametra

 

Surinder Rametra

 

 

 

 

PIDGIN ASSOCIATES LLC

 

 

 

 

By:

/s/ Xin Cheng

 

 

Name: Xin Cheng

 

 

Title: Manager

 

28


 

SCHEDULE A

 

PART I

 

Set forth below is the name and present principal occupation of (i) each Member and Managing Director of each limited liability company Reporting Person, (ii) each executive officer and director of HOV Services and (iii) each trustee of a trust Reporting Person.  The business address for each of such persons is 8550 West Desert Inn Road, Suite 102-452, Las Vegas, Nevada 89117.  All the directors and executive officers listed on this Schedule A are United States citizens except as otherwise noted below.

 

HOVS LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Jim Reynolds

 

Manager, HOVS LLC; Manager, Ex-Sigma LLC

 

HANDSON FUND 4 I LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Par Chadha

 

Manager, HandsOn Fund 4 I LLC; Chairman, Ex-Sigma LLC; Manager, HOV Capital III LLC, Manager, Adesi 234 LLC, Manager, HOF 2 LLC

 

HOV CAPITAL III LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Par Chadha

 

Manager, HandsOn Fund 4 I LLC; Chairman, Ex-Sigma LLC; Manager, HOV Capital III LLC, Manager, Adesi 234 LLC, Manager, HOF 2 LLC

 


 

HOV SERVICES LTD

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Vikram Negi

 

Director, HOV Services LTD; Manager, Shadow Pond LLC

Baldev Gupta

 

Director, HOV Services LTD

Harish Bhasin

 

Director, HOV Services LTD

Lakshmi Kumar

 

Director, HOV Services LTD

Sunil Rajadhyaksha

 

Director, HOV Services LTD; Manager, SunRaj LLC

Surinder Rametra

 

Officer, HOV Services LTD

Bhuvanesh Sharma

 

Officer, HOV Services LTD

Nilesh Bafna

 

Officer, HOV Services LTD

 

ADESI 234 LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Par Chadha

 

Manager, HandsOn Fund 4 I LLC; Chairman, Ex-Sigma LLC; Manager, HOV Capital III LLC, Manager, Adesi 234 LLC, Manager, HOF 2 LLC

 

HOF 2 LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Par Chadha

 

Manager, HandsOn Fund 4 I LLC; Chairman, Ex-Sigma LLC; Manager, HOV Capital III LLC, Manager, Adesi 234 LLC, Manager, HOF 2 LLC

 

2


 

EX-SIGMA 2 LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Ex-Sigma LLC

 

Manager

 

EX-SIGMA LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Par Chadha

 

Manager, HandsOn Fund 4 I LLC; Chairman, Ex-Sigma LLC; Manager, HOV Capital III LLC, Manager, Adesi 234 LLC, Manager, HOF 2 LLC

James Reynolds

 

Manager, HOVS LLC; Manager, Ex-Sigma LLC

 

HANDSON GLOBAL MANAGEMENT LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

HOV Capital III

 

Manager

 

SONINO LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Jim Reynolds

 

Manager

 

BEIGAM TRUST

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING

PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Sarah Jonovic

 

Trustee

 

3


 

RIFLES TRUST

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Anit Singh Chadha

 

Trustee

 

SUNRAJ LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Sunil Rajadhyaksha

 

Director, HOV Services LTD; Manager, SunRaj LLC

 

PIDGIN ASSOCIATES LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Xin Cheng

 

Manager, Pidgin Associates LLC

 

SHADOW POND LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN
ADDITION
TO POSITION WITH THE REPORTING
PERSON AND POSITIONS
WITH AFFILIATES OF THE REPORTING
PERSON

Vikram Negi

 

Director, HOV Services LTD; Manager, Shadow Pond LLC

 

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PART II

 

In addition to Mr. Chadha, the following persons listed on Schedule A, Part I beneficially own the following shares:

 

Mr. James Reynolds — On June 25, 2019, he purchased 247,630 Shares for $408,589, and acquired approximately $475,000 principal amount of exchangeable preferred interests of Ex-Sigma.  Mr. Reynolds also holds 74,000 RSUs, which will vest on September 1, 2019, and options for 111,000 Shares at an exercise price of $5.98.   Forty percent of the options will vest and become exercisable on August 31, 2020 and the remainder will vest and become exercisable on August 31, 2022.  Mr. Reynolds also holds minority interests in certain of the Amended Reporting Persons.

 

Mr. Surinder Rametra — On June 25, 2019, he purchased 412,716 Shares for $680,982, and acquired approximately $791,000 principal amount of exchangeable preferred interests of Ex-Sigma.  Mr. Rametra also holds minority interests in certain of the Amended Reporting Persons.

 

Mr. Vikram Negi — On June 25, 2019, he purchased 178,844 Shares for $295,092, and acquired approximately $343,000 principal amount of exchangeable preferred interests of Ex-Sigma.  Mr. Negi also holds 68,400 RSUs that will vest on September 1, 2019.  Mr. Negi also holds minority interests in certain of the Amended Reporting Persons.

 

Mr. Sunil Rajadhyaksha — On June 25, 2019, he purchased 110,058 Shares for $181,595, and acquired approximately $211,000 principal amount of exchangeable preferred interests of Ex-Sigma. Mr. Rajadhyaksha also holds minority interests in certain of the Amended Reporting Persons.

 

Except as set forth in Item 3, there have been no transactions in the class of securities reported on effected during the past sixty days by the persons listed on this Schedule A.

 

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in this Schedule A and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

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