Filing Details

CUSIP No. 963025606 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. 963025606 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. 963025606 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. 963025606 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. 963025606 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452.

This Schedule 13D is being jointly filed by SR Equity Ventures, LLC, a Minnesota limited liability company (“Ventures”), Bradley J. Schafer (“Schafer”), Steven G. Norcutt (“Norcutt”), N. Christopher (Kit) Richardson (“Kit Richardson”), Evan C. Richardson (“E. Richardson”), Gregory J. Springer, (“Springer”) and David Smith (“Smith” and together with Schafer, Norcutt, Kit Richardson, E. Richardson and Springer, collectively, the “SR Group”), and relates to an aggregate of 492,091 shares of common stock, par value $0.01 per share, of the Issuer. Schafer may also be deemed to beneficially own (i) 400 shares of Series B Preferred and (ii) 1,200 shares of Series D Preferred, as set forth above on Schafer’s cover page to this Schedule 13D, but such shares are not included within the aggregate number of Shares held by the Reporting Persons set forth in the immediately preceding sentence. Each of the Series B Preferred and Series D Preferred is registered pursuant to Section 12 of the Exchange Act, but neither is entitled to voting rights except as required by law.

The Reporting Persons purchased the Shares as to which this report on Schedule 13D is being filed based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.

The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including, but not limited to, purchasing additional Shares and/or other securities of the Issue, communicating with the board of directors of the Issuer (the “Board”), members of management or other securityholders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries, including with a person in which a Reporting Person has an interest; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer (which may include distributions to limited partners and transfers to affiliates); subsequent offerings; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including, but not limited to, additional Shares, other shares of capital stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the common stock (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to the Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons and such affiliates.

Except as described in this Schedule 13D, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, the Reporting Persons intend to review their investment in the Issuer on a continuing basis, and, depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares and/or other securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may consider such matters, and, in the future, formulate a plan or proposal or take actions with respect to such matters with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares and/or other securities of the Issuer, selling some or all of their Shares and/or other securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares and/or other securities of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.

The Reporting Persons beneficially own in the aggregate 492,091 Shares, which represents approximately 5.06% of the Issuer’s outstanding Shares (based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed May 11, 2022). The aggregate number and percentage (based on) of outstanding Shares owned beneficially by each Reporting Person are set forth on the respective cover page of this Schedule 13D on which each such Reporting Person is named, all of which are incorporated into this response by reference.

Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson and Springer are the sole members of Ventures, and, as such, control the management and operations of Ventures. Each of Schafer, Norcutt, Kit Richardson, E. Richardson and Springer holds an equivalent equity interest in Ventures. Therefore, each of Schafer, Norcutt, Kit Richardson, E. Richardson and Springer may be deemed to share with Ventures the voting and dispositive power with regard to the Shares held by Ventures. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures. The voting and dispositive power of each of Ventures, the members of the SR Group and Smith are set forth on the cover pages to this Schedule 13D, all of which are incorporated into this response by reference.

The Share numbers and percentages set forth in this Item 5(a) do not include (i) 400 shares of Series B Preferred or (ii) 1,200 shares of Series D Preferred, or the number of Shares into which each is convertible, controlled by Schafer. Further information regarding the shares of Series B Preferred and Series D Preferred is set forth on Schafer’s cover page to this Schedule 13D, all of which are incorporated into this response by reference.

Each of the members of the SR Group are party to that certain Operating Agreement of Ventures dated effective as of March 23, 2022, a copy of which is attached hereto as Exhibit 99.1.