Amended Statement of Beneficial Ownership (sc 13d/a)
01 Fevereiro 2022 - 7:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Exela
Technologies, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 par value
(Title
of Class of Securities)
30162V201
(CUSIP
Number)
Bryant
R. Riley
B.
Riley Financial, Inc.
11100
Santa Monica Boulevard, Suite 800
Los
Angeles, CA 90025
(818)
884-3737
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 26, 2022
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
1
|
|
NAME
OF REPORTING PERSONS
B. Riley
Financial, Inc.
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
AF
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
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
0
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%*
|
14.
|
|
TYPE
OF REPORTING PERSON
HC
|
*
|
Percent of class is calculated based on 348,743,927 shares of common
stock, par value $0.0001 (the “Common Stock”), of Exela Technologies, Inc. (the “Issuer”) outstanding as of January
25, 2022 as reported on the Form T-3 filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022.
|
1
|
|
NAME
OF REPORTING PERSONS
B. Riley
Securities, Inc.
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
WC
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
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
0
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%*
|
14.
|
|
TYPE
OF REPORTING PERSON
BD
|
*
|
Percent of class is calculated based on 348,743,927 shares of Common
Stock of the Issuer outstanding as of January 25, 2022 as reported on the Form T-3 filed with the SEC on February 1, 2022.
|
1
|
|
NAME
OF REPORTING PERSONS
Bryant
R. Riley
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
|
SEC
USE ONLY
|
4
|
|
SOURCE
OF FUNDS
PF, AF
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
300,000
|
|
8
|
|
SHARED
VOTING POWER
0
|
|
9
|
|
SOLE
DISPOSITIVE POWER
300,000
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
*
|
Percent of class is calculated based on 348,743,927 shares of Common
Stock of the Issuer outstanding as of January 25, 2022 as reported on the Form T-3 filed with the SEC on February 1, 2022.
|
This Amendment No. 1 (this
“Amendment”) amends and supplements the Schedule 13D filed with the SEC on December 17, 2022, (the “Schedule
13D”), by the Reporting Persons relating to the common stock, $0.0001 par value per share (the “Common Stock”), of
Exela Technologies, Inc. (the “Issuer”). As described below, this Amendment is an “exit” filing for the
Reporting Persons.
Information reported in the
Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.
Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in
the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented
by this Amendment.
ITEM 5.
|
INTEREST
OF SECURITIES OF THE ISSUER.
|
Item 5, Section (a)-(b) and (e)
is amended and restated in its entirety as follows:
(a) –
(b)
|
1.
|
As of the date hereof, BRS did not beneficially own directly any shares
of Common Stock.
|
|
2.
|
BRF is the parent company of BRS. As a result, BRF may be deemed to
indirectly beneficially own the Shares held by BRS.
|
|
3.
|
Bryant R. Riley may beneficially own 300,000 shares of Common Stock
representing 0.1% of the Issuer’s Common Stock, of which (i) 75,000 shares are held as sole custodian for the benefit of Abigail
Riley, (ii) 75,000 shares are held as sole custodian for the benefit of Charlie Riley, (iii) 75,000 shares are held as sole custodian
for the benefit of Eloise Riley, and (iv) 75,000 shares are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley disclaims
beneficial ownership of the shares held by BRS except to the extent of his pecuniary interest therein.
|
(e) As of January 26, 2022, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the class of securities.
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 1, 2022
B. RILEY FINANCIAL, INC.
|
|
|
|
/s/
Bryant Riley
|
|
Name:
|
Bryant Riley
|
|
Title:
|
Co-Chief Executive Officer
|
|
B. RILEY SECURITIES, INC.
|
|
|
|
/s/
Andrew Moore
|
|
Name:
|
Andrew Moore
|
|
Title:
|
Chief Executive Officer
|
|
|
|
/s/
Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
SCHEDULE
A
Executive
Officers and Directors of B. Riley Financial, Inc.
Name and Position
|
|
Present Principal Occupation
|
|
Business Address
|
|
Citizenship
|
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
|
|
Chief Investment Officer of BRC Partners Opportunity Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Thomas J. Kelleher
Co-Chief Executive Officer and Director
|
|
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; and President of B. Riley Capital Management, LLC.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
|
|
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.
|
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362
|
|
United States
|
Kenneth Young
President
|
|
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Alan N. Forman
Executive Vice President, General Counsel and Secretary
|
|
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.
|
|
299 Park Avenue, 21st Floor
New York, NY 10171
|
|
United States
|
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer
|
|
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.
|
|
30870 Russell Ranch Rd
Suite 250
Westlake Village, CA 91362
|
|
United States
|
Daniel Shribman
Chief Investment Officer
|
|
Chief Investment Officer of B. Riley Financial, Inc.; and President of B. Riley Principal Investments, LLC
|
|
299 Park Avenue, 21st Floor
New York, NY 10171
|
|
United States
|
Robert L. Antin
Director
|
|
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Robert D’Agostino
Director
|
|
President of Q-mation, Inc., a supplier of software solutions
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Randall E. Paulson
Director
|
|
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm.
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Michael J. Sheldon
Director
|
|
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Mimi Walters
Director
|
|
U.S. Representative from California’s 45th Congressional District – Retired
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
Mikel Williams
Director
|
|
Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories
|
|
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United States
|
SCHEDULE
B
Transactions
within the Past 60 Days
Trade Date
|
|
Transaction
|
|
Amount of
Securities
|
|
|
Price
|
|
|
Reporting Person
|
12/8/2021
|
|
Purchase
|
|
|
18,518,519
|
|
|
$
|
1.0800
|
|
|
B. Riley Securities, Inc.
|
12/10/2021
|
|
Purchase
|
|
|
800,000
|
|
|
$
|
1.2290
|
|
|
Bryant R. Riley
|
12/14/2021
|
|
Sale
|
|
|
170,967
|
|
|
$
|
1.1900
|
|
|
B. Riley Securities, Inc.
|
12/15/2021
|
|
Sale
|
|
|
2,083,345
|
|
|
$
|
1.1197
|
|
|
B. Riley Securities, Inc.
|
12/16/2021
|
|
Sale
|
|
|
1,199,812
|
|
|
$
|
1.1195
|
|
|
B. Riley Securities, Inc.
|
12/17/2021
|
|
Sale
|
|
|
793,073
|
|
|
$
|
1.0979
|
|
|
B. Riley Securities, Inc.
|
12/20/2021
|
|
Sale
|
|
|
1,244,499
|
|
|
$
|
1.0390
|
|
|
B. Riley Securities, Inc.
|
12/21/2021
|
|
Sale
|
|
|
1,250,000
|
|
|
$
|
1.0687
|
|
|
B. Riley Securities, Inc.
|
12/22/2021
|
|
Sale
|
|
|
1,095,690
|
|
|
$
|
1.0945
|
|
|
B. Riley Securities, Inc.
|
12/23/2021
|
|
Sale
|
|
|
2,085,745
|
|
|
$
|
1.0689
|
|
|
B. Riley Securities, Inc.
|
12/27/2021
|
|
Sale
|
|
|
1,011,042
|
|
|
$
|
1.0092
|
|
|
B. Riley Securities, Inc.
|
12/28/2021
|
|
Sale
|
|
|
400,000
|
|
|
$
|
0.9410
|
|
|
B. Riley Securities, Inc.
|
12/29/2021
|
|
Sale
|
|
|
400,000
|
|
|
$
|
0.8827
|
|
|
B. Riley Securities, Inc.
|
12/30/2021
|
|
Sale
|
|
|
504,405
|
|
|
$
|
0.9031
|
|
|
B. Riley Securities, Inc.
|
12/31/2021
|
|
Sale
|
|
|
400,000
|
|
|
$
|
0.8760
|
|
|
B. Riley Securities, Inc.
|
1/3/2022
|
|
Sale
|
|
|
450,000
|
|
|
$
|
0.8735
|
|
|
B. Riley Securities, Inc.
|
1/4/2022
|
|
Sale
|
|
|
400,000
|
|
|
$
|
0.8409
|
|
|
B. Riley Securities, Inc.
|
1/5/2022
|
|
Sale
|
|
|
400,000
|
|
|
$
|
0.7712
|
|
|
B. Riley Securities, Inc.
|
1/6/2022
|
|
Sale
|
|
|
592,664
|
|
|
$
|
0.7173
|
|
|
B. Riley Securities, Inc.
|
1/7/2022
|
|
Sale
|
|
|
610,355
|
|
|
$
|
0.7087
|
|
|
B. Riley Securities, Inc.
|
1/10/2022
|
|
Sale
|
|
|
764,936
|
|
|
$
|
0.6583
|
|
|
B. Riley Securities, Inc.
|
1/11/2022
|
|
Sale
|
|
|
261,976
|
|
|
$
|
0.6678
|
|
|
B. Riley Securities, Inc.
|
1/12/2022
|
|
Purchase
|
|
|
8,500,000
|
|
|
$
|
0.6000
|
|
|
B. Riley Securities, Inc.
|
1/25/2022
|
|
Sale
|
|
|
1,357,128
|
|
|
$
|
0.5965
|
|
|
B. Riley Securities, Inc.
|
1/26/2022
|
|
Sale
|
|
|
9,542,882
|
|
|
$
|
0.6822
|
|
|
B. Riley Securities, Inc.
|
1/27/2022
|
|
Sale
|
|
|
500,000
|
|
|
$
|
0.6012
|
|
|
Bryant R. Riley
|
8
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