4//SEC Filing
Reynolds James 4
Accession 0001104659-22-063045
CIK 0001620179other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 9:33 PM ET
Size
13.5 KB
Accession
0001104659-22-063045
Insider Transaction Report
Form 4
Reynolds James
DirectorChief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2022-05-17−700,000→ 314,876 total(indirect: See Footnote) - Award
6.00% Series B Cumulative Convertible Perpetual Pref. Stock
2022-05-17+35,000→ 37,500 total(indirect: See Footnote)Exercise: $1.25→ Common Stock (700,000 underlying)
Holdings
- 17,612
Common Stock
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Shares are held by SoNino LLC, which Mr. Reynolds controls.
- [F6]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).
Issuer
Exela Technologies, Inc.
CIK 0001620179
Entity typeother
Related Parties
1- filerCIK 0001712536
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 9:33 PM ET
- Size
- 13.5 KB