Filing Details
- Accession Number:
- 0001104659-22-078082
- Form Type:
- 13D Filing
- Publication Date:
- 2022-07-06 20:00:00
- Filed By:
- Sr Equity Ventures, Llc
- Company:
- Wheeler Real Estate Investment Trust Inc. (NASDAQ:WHLRD)
- Filing Date:
- 2022-07-07
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SR Equity Ventures | 0 | 80,127 | 0 | 80,127 | 80,127 | 0.82% |
| Bradley J. Schafer | 80,127 | 708,075 | 80,127 | 788,202 | 8.11% | |
| Steven G. Norcutt | 80,127 | 66,540 | 80,127 | 146,667 | 1.51% | |
| N. Christopher (Kit) Richardson | 80,127 | 34,549 | 80,127 | 114,676 | 1.18% | |
| Evan C. Richardson | 80,127 | 3,500 | 80,127 | 83,627 | 0.86% | |
| Gregory J. Springer | 80,127 | 0 | 80,127 | 80,127 | 0.82% | |
| David Smith | 0 | 60,000 | 0 | 60,000 | 0.62% | |
| Schafer Richardson, Inc | 80,127 | 0 | 80,127 | 80,127 | 0.82% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Wheeler Real Estate Investment Trust, Inc. | ||
| (Name of Issuer) | ||
| Common stock, par value $0.01 per share | ||
| (Title of Class of Securities) | ||
| 963025606 | ||
| (CUSIP Number) | ||
| Bradley J. Schafer 900 North Third Street Minneapolis, MN 55401 Telephone Number: (612) 359-5840 | ||
| (Name, Address and Telephone Number of Person Authorized to | ||
| Receive Notices and Communications) | ||
| June 27, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 (“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. 963025606 | 13D | Page 2 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| SR Equity Ventures, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Minnesota | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER |
| 0 (1) | ||
| 8 | SHARED VOTING POWER | |
| 80,127 (1) (2) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 (1) | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 80,127 (1) (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 80,127 (1) (2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.82%(1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| PN | |||
(1) Does not account for or include (i) 6,501 shares of Series B Convertible Preferred Stock, no par value per share, of the Issuer (the “Series B Preferred”) or (ii) 4,982 shares of Series D Cumulative Convertible Preferred Stock, no par value per share, of the Issuer (the “Series D Preferred”) held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 3 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Bradley J. Schafer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 708,075 (1)(2) | ||
| 8 | SHARED VOTING POWER | ||
| 80,127 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 708,075 (1)(2) | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 80,127 (1)(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 788,202 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 8.11% (1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) (A) 1,200 shares of Series B Preferred or (B) 1,600 shares of Series D Preferred held by Schafer or (ii) (A) 6,501 shares of Series B Preferred or (B) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 4 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Steven G. Norcutt | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 66,540 | ||
| 8 | SHARED VOTING POWER | ||
| 80,127 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 66,540 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 80,127 (1)(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 146,667 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 1.51% (1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 5 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| N. Christopher (Kit) Richardson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 34,549 | ||
| 8 | SHARED VOTING POWER | ||
| 80,127 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 34,549 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 80,127 (1)(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 114,676 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 1.18% (1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 6 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Evan C. Richardson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 3,500 | ||
| 8 | SHARED VOTING POWER | ||
| 80,127 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 3,500 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 80,127 (1)(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 83,627 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.86% (1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 7 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Gregory J. Springer | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States | |||
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||
| 8 | SHARED VOTING POWER | ||
| 80,127 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 80,127 (1)(2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 80,127 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.82% (1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 8 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| David Smith | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States |
| 7 | SOLE VOTING POWER | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 60,000 (1) | ||
| 8 | SHARED VOTING POWER | ||
| 0 (1) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 60,000 (1) | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 0 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 60,000 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.62% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc., are the sole members of Ventures, and, as such, control the management and operations of 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.
(2) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 9 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Schafer Richardson, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (see instructions) | (a) | x | |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS* (see instructions) | ||
| WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | ||
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Minnesota | |||
| 7 | SOLE VOTING POWER |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | |
| 8 | SHARED VOTING POWER | |
| 80,127 (1)(2) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 80,127 (1)(2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 80,127 (1)(2) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ||
| (see instructions) | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.82%(1)(2)(3) | |||
| 14 | TYPE OF REPORTING PERSON* (see instructions) | ||
| IN | |||
(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.
(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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.
(3) 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 on May 11, 2022.
| CUSIP No. 963025606 | 13D | Page 10 of 11 Pages |
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the original Schedule 13D filed June 2, 2022, and Amendment No. 1 to the Schedule 13D filed June 27, 2022, each, as filed by the undersigned, as specifically set forth herein.
Item 1. Security and Issuer.
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 Schafer (“Schafer”), Steven Norcutt (“Norcutt”), N. Christopher (Kit) Richardson (“Kit Richardson”), Evan Richardson (“E. Richardson”), Gregory J. Springer, (“Springer”), Schafer Richardson, Inc., a Minnesota corporation (“SR, Inc.”), and David Smith (“Smith” and together with Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc., collectively, the “SR Group”), and relates to an aggregate of 952,791 shares of common stock, par value $0.01 per share, of the Issuer. Additionally, (i) Schafer may be deemed to beneficially own (A) 1,200 shares of Series B Preferred and (B) 1,600 shares of Series D Preferred, and (ii) Ventures may be deemed to beneficially own (A) 6,501 shares of Series B Preferred and (B) 4,982 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.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this Amendment No. 2, the total cost for purchasing the Shares reported as owned by the Reporting Persons, excluding brokerage commissions, is approximately $2,127,345.00 in the aggregate. The source of these funds was working capital or personal funds, as applicable, as set forth above.
Item 5. Interest in Securities of the Issuer.
| (a) | The Reporting Persons beneficially own in the aggregate 952,791 Shares, which represents approximately 9.7993% of the Issuer’s outstanding Shares. 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, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. 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. 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 in Item 1, 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) (A) 1,200 shares of Series B Preferred or (B) 1,600 shares of Series D Preferred, or the number of Shares into which each is convertible, controlled by Schafer, or (ii) (A) 6,501 shares of Series B Preferred or (B) 4,982 shares of Series D Preferred, or the number of Shares into which each is convertible, controlled by Ventures. 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. |
| (b) | Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc., are the sole members of Ventures, and, as such, control the management and operations of Ventures. Smith is not a member of Ventures. The voting and dispositive power of the SR Group and its members is described in Items 1 and 5(a), all of which is incorporated into this response by reference. |
| (c) | All of the transactions in the Shares effected by the Reporting Persons during the past 60 days are set forth on Schedule A attached hereto. No other transactions by any Reporting Persons other than those transactions set forth below have occurred during the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by any Reporting Person. The voting and dispositive power of Ventures and the members of the SR Group is described in Items 1 and 5(a), all of which is incorporated into this response by reference. |
| (e) | Not applicable. |
| CUSIP No. 963025606 | 13D | Page 11 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| SR EQUITY VENTURES, LLC | ||
| Dated: July 7, 2022 | By: | /s/ Bradley J. Schafer |
| Name: Bradley J. Schafer | ||
| Its: President | ||
| By: | /s/ Bradley J. Schafer | |
| Name: Bradley J. Schafer | ||
| By: | /s/ Steven G. Norcutt | |
| Name: Steven G. Norcutt | ||
| By: | /s/ N. Christopher Richardson | |
| Name: N. Christopher Richardson | ||
| By: | /s/ Evan C. Richardson | |
| Name: Evan C. Richardson | ||
| By: | /s/ Gregory J. Springer | |
| Name: Gregory J. Springer | ||
| By: | /s/ David Smith | |
| Name: David Smith | ||
| Schafer Richardson, Inc. | ||
| By: | /s/ Bradley J. Schafer | |
| Name: Bradley J. Schafer | ||
| Its: President | ||
Schedule A
Transactions regarding the Shares made by Fidelity on behalf of IRA brokerage account of Bradley J. Schafer
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 06/21/2022 | 640 | $ | 2.33 | Open Market | ||||||
| 06/22/2022 | 2,400 | $ | 2.36 | Open Market | ||||||
| 06/22/2022 | 2,500 | $ | 2.33 | Open Market | ||||||
| 06/22/2022 | 650 | $ | 2.33 | Open Market | ||||||
| 06/23/2022 | 3,100 | $ | 2.3870 | Open Market | ||||||
| 06/23/2022 | 3,150 | $ | 2.3948 | Open Market | ||||||
| 06/27/2022 | (5,000 | ) | $ | 2.54 | Open Market | |||||
| 06/27/2022 | (5,000 | ) | $ | 2.54 | Open Market | |||||
| 06/30/2022 | (650 | ) | $ | 2.35 | Open Market | |||||
Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 04/28/2022 | 2,000 | $ | 2.25 | Open Market | ||||||
| 04/28/2022 | 2,000 | $ | 2.24 | Open Market | ||||||
| 04/28/2022 | 2,000 | $ | 2.18 | Open Market | ||||||
| 04/29/2022 | 300 | $ | 2.23 | Open Market | ||||||
| 04/29/2022 | 300 | $ | 2.23 | Open Market | ||||||
| 04/29/2022 | 651 | $ | 2.21 | Open Market | ||||||
| 04/29/2022 | 1,349 | $ | 2.21 | Open Market | ||||||
| 04/29/2022 | 1,400 | $ | 2.23 | Open Market | ||||||
| 04/29/2022 | 2,000 | $ | 2.22 | Open Market | ||||||
| 05/02/2022 | 1,924 | $ | 2.22 | Open Market | ||||||
| 05/02/2022 | 2,000 | $ | 2.22 | Open Market | ||||||
| 05/03/2022 | 185 | $ | 2.23 | Open Market | ||||||
| 05/03/2022 | 1,815 | $ | 2.24 | Open Market | ||||||
| 05/04/2022 | 2,000 | $ | 2.22 | Open Market | ||||||
| 05/05/2022 | 100 | $ | 2.29 | Open Market | ||||||
| 05/05/2022 | 200 | $ | 2.30 | Open Market | ||||||
| 05/05/2022 | 937 | $ | 2.30 | Open Market | ||||||
| 05/05/2022 | 1,063 | $ | 2.31 | Open Market | ||||||
| 05/05/2022 | 1,900 | $ | 2.30 | Open Market | ||||||
| 05/05/2022 | 2,000 | $ | 2.29 | Open Market | ||||||
| 05/06/2022 | 2,000 | $ | 2.30 | Open Market | ||||||
| 05/06/2022 | 2,000 | $ | 2.29 | Open Market | ||||||
| 05/06/2022 | 2,000 | $ | 2.28 | Open Market | ||||||
| 05/06/2022 | 2,000 | $ | 2.28 | Open Market | ||||||
| 05/09/2022 | 690 | $ | 2.26 | Open Market | ||||||
| 05/09/2022 | 1,310 | $ | 2.27 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.34 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.32 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.30 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.30 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.28 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.25 | Open Market | ||||||
| 05/09/2022 | 2,000 | $ | 2.25 | Open Market | ||||||
A-1
Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/10/2022 | 1 | $ | 2.09 | Open Market | ||||||
| 05/10/2022 | 64 | $ | 2.05 | Open Market | ||||||
| 05/10/2022 | 213 | $ | 2.08 | Open Market | ||||||
| 05/10/2022 | 442 | $ | 2.10 | Open Market | ||||||
| 05/10/2022 | 2,558 | $ | 2.10 | Open Market | ||||||
| 05/10/2022 | 2,787 | $ | 2.08 | Open Market | ||||||
| 05/11/2022 | 700 | $ | 2.09 | Open Market | ||||||
| 05/11/2022 | 1,300 | $ | 2.10 | Open Market | ||||||
| 05/11/2022 | 2,000 | $ | 2.09 | Open Market | ||||||
| 05/11/2022 | 2,000 | $ | 2.07 | Open Market | ||||||
| 05/12/2022 | 123 | $ | 2.05 | Open Market | ||||||
| 05/12/2022 | 960 | $ | 2.08 | Open Market | ||||||
| 05/12/2022 | 2,000 | $ | 2.10 | Open Market | ||||||
| 05/12/2022 | 2,000 | $ | 2.09 | Open Market | ||||||
| 05/13/2022 | 20 | $ | 2.03 | Open Market | ||||||
| 05/13/2022 | 2,000 | $ | 2.08 | Open Market | ||||||
| 05/13/2022 | 3,000 | $ | 2.06 | Open Market | ||||||
| 05/13/2022 | 3,000 | $ | 2.05 | Open Market | ||||||
| 05/20/2022 | 2,000 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 2,000 | $ | 2.03 | Open Market | ||||||
| 05/23/2022 | 300 | $ | 2.08 | Open Market | ||||||
| 05/23/2022 | 3,000 | $ | 2.01 | Open Market | ||||||
| 05/24/2022 | 964 | $ | 2.08 | Open Market | ||||||
| 05/25/2022 | 1,200 | $ | 2.12 | Open Market | ||||||
| 05/25/2022 | 1,800 | $ | 2.07 | Open Market | ||||||
| 05/26/2022 | 25 | $ | 2.21 | Open Market | ||||||
| 05/26/2022 | 2,000 | $ | 2.32 | Open Market | ||||||
| 05/27/2022 | 17 | $ | 2.29 | Open Market | ||||||
| 05/31/2022 | 198 | $ | 2.25 | Open Market | ||||||
| 05/31/2022 | 16 | $ | 2.30 | Open Market | ||||||
| 05/31/2022 | 1 | $ | 2.28 | Open Market | ||||||
| 05/31/2022 | 1,556 | $ | 2.31 | Open Market | ||||||
| 06/01/2022 | 2,000 | $ | 2.30 | Open Market | ||||||
| 06/01/2022 | 725 | $ | 2.32 | Open Market | ||||||
| 06/02/2022 | 2,000 | $ | 2.33 | Open Market | ||||||
| 06/02/2022 | 1,937 | $ | 2.30 | Open Market | ||||||
| 06/03/2022 | 3,000 | $ | 2.44 | Open Market | ||||||
| 06/06/2022 | 2,000 | $ | 2.58 | Open Market | ||||||
| 06/06/2022 | 2,000 | $ | 2.62 | Open Market | ||||||
| 06/06/2022 | 400 | $ | 2.61 | Open Market | ||||||
| 06/06/2022 | 300 | $ | 2.62 | Open Market | ||||||
| 06/07/2022 | 2,000 | $ | 2.62 | Open Market | ||||||
| 06/07/2022 | 3,000 | $ | 2.60 | Open Market | ||||||
| 06/07/2022 | 2,000 | $ | 2.62 | Open Market | ||||||
| 06/08/2022 | 800 | $ | 2.59 | Open Market | ||||||
| 06/08/2022 | 2,000 | $ | 2.64 | Open Market | ||||||
| 06/08/2022 | 200 | $ | 2.64 | Open Market | ||||||
| 06/09/2022 | 1,000 | $ | 2.62 | Open Market | ||||||
| 06/09/2022 | 2,500 | $ | 2.65 | Open Market | ||||||
A-2
Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 06/09/2022 | 3,000 | $ | 2.58 | Open Market | ||||||
| 06/09/2022 | 3,000 | $ | 2.54 | Open Market | ||||||
| 06/09/2022 | 2,500 | $ | 2.56 | Open Market | ||||||
| 06/10/2022 | 3,000 | $ | 2.56 | Open Market | ||||||
| 06/10/2022 | 5,000 | $ | 2.44 | Open Market | ||||||
| 06/10/2022 | 5,000 | $ | 2.38 | Open Market | ||||||
| 06/10/2022 | 567 | $ | 2.37 | Open Market | ||||||
| 06/10/2022 | 1,250 | $ | 2.40 | Open Market | ||||||
| 06/15/2022 | 718 | $ | 2.28 | Open Market | ||||||
| 06/15/2022 | 200 | $ | 2.31 | Open Market | ||||||
| 06/15/2022 | 648 | $ | 2.33 | Open Market | ||||||
| 06/17/2022 | 2,500 | $ | 2.33 | Open Market | ||||||
| 06/17/2022 | 2,500 | $ | 2.32 | Open Market | ||||||
| 06/17/2022 | 2,500 | $ | 2.32 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.35 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.39 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.39 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.40 | Open Market | ||||||
| 06/21/2022 | 900 | $ | 2.37 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.38 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.37 | Open Market | ||||||
| 06/21/2022 | 3,000 | $ | 2.38 | Open Market | ||||||
| 06/21/2022 | 1,500 | $ | 2.34 | Open Market | ||||||
| 06/22/2022 | 3,000 | $ | 2.37 | Open Market | ||||||
| 06/22/2022 | 3,000 | $ | 2.36 | Open Market | ||||||
| 06/22/2022 | 3,000 | $ | 2.39 | Open Market | ||||||
| 06/22/2022 | 3,000 | $ | 2.38 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.36 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.40 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.40 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.40 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.38 | Open Market | ||||||
| 06/23/2022 | 6,000 | $ | 2.40 | Open Market | ||||||
| 06/23/2022 | 4,000 | $ | 2.37 | Open Market | ||||||
| 06/23/2022 | 5,000 | $ | 2.37 | Open Market | ||||||
| 06/23/2022 | 2,500 | $ | 2.38 | Open Market | ||||||
| 06/24/2022 | 4,000 | $ | 2.36 | Open Market | ||||||
| 06/24/2022 | 5,000 | $ | 2.39 | Open Market | ||||||
| 06/24/2022 | 5,000 | $ | 2.38 | Open Market | ||||||
| 06/24/2022 | 5,000 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 6,000 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 6,000 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 6,000 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 6,000 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 5,000 | $ | 2.36 | Open Market | ||||||
| 06/24/2022 | 6,000 | $ | 2.37 | Open Market | ||||||
| 06/24/2022 | 8,000 | $ | 2.37 | Open Market | ||||||
| 06/24/2022 | 8,000 | $ | 2.38 | Open Market | ||||||
| 06/24/2022 | 8,000 | $ | 2.37 | Open Market | ||||||
A-3
Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 06/24/2022 | 4,500 | $ | 2.37 | Open Market | ||||||
| 06/27/2022 | 4,000 | $ | 2.32 | Open Market | ||||||
| 06/27/2022 | 5,000 | $ | 2.31 | Open Market | ||||||
| 06/27/2022 | 5,000 | $ | 2.31 | Open Market | ||||||
| 06/27/2022 | 2,000 | $ | 2.31 | Open Market | ||||||
| 06/27/2022 | 1,500 | $ | 2.36 | Open Market | ||||||
| 06/27/2022 | 6,000 | $ | 2.39 | Open Market | ||||||
| 06/27/2022 | 7,000 | $ | 2.39 | Open Market | ||||||
| 06/27/2022 | 4,832 | $ | 2.40 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.42 | Open Market | ||||||
| 06/27/2022 | 7,327 | $ | 2.43 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.45 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.45 | Open Market | ||||||
| 06/27/2022 | 6,000 | $ | 2.48 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.48 | Open Market | ||||||
| 06/27/2022 | 4,000 | $ | 2.46 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.49 | Open Market | ||||||
| 06/27/2022 | 8,000 | $ | 2.49 | Open Market | ||||||
| 06/27/2022 | 300 | $ | 2.49 | Open Market | ||||||
| 06/27/2022 | 10,000 | $ | 2.50 | Open Market | ||||||
| 06/27/2022 | 7,192 | $ | 2.52 | Open Market | ||||||
| 06/27/2022 | 3,000 | $ | 2.57 | Open Market | ||||||
| 06/27/2022 | 4,000 | $ | 2.56 | Open Market | ||||||
| 06/27/2022 | 1,000 | $ | 2.57 | Open Market | ||||||
| 06/28/2022 | 5,000 | $ | 2.55 | Open Market | ||||||
| 06/28/2022 | 2,000 | $ | 2.52 | Open Market | ||||||
| 06/28/2022 | 2,500 | $ | 2.52 | Open Market | ||||||
| 06/28/2022 | 3,000 | $ | 2.56 | Open Market | ||||||
| 06/28/2022 | 1,000 | $ | 2.53 | Open Market | ||||||
Shares purchased by Fidelity on behalf of SR Equity Ventures, LLC
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/16/2022 | 39 | $ | 2.08 | Open Market | ||||||
| 05/16/2022 | 200 | $ | 2.10 | Open Market | ||||||
| 05/16/2022 | 300 | $ | 2.08 | Open Market | ||||||
| 05/16/2022 | 301 | $ | 2.05 | Open Market | ||||||
| 05/16/2022 | 1,800 | $ | 2.10 | Open Market | ||||||
| 05/16/2022 | 2,000 | $ | 2.09 | Open Market | ||||||
| 05/16/2022 | 2,161 | $ | 2.08 | Open Market | ||||||
| 05/17/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/17/2022 | 2,900 | $ | 2.04 | Open Market | ||||||
| 05/17/2022 | 3,000 | $ | 2.04 | Open Market | ||||||
| 05/18/2022 | 278 | $ | 2.02 | Open Market | ||||||
| 05/18/2022 | 300 | $ | 2.04 | Open Market | ||||||
| 05/18/2022 | 300 | $ | 2.04 | Open Market | ||||||
A-4
Shares purchased by Fidelity on behalf of SR Equity Ventures, LLC
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/18/2022 | 1,622 | $ | 2.04 | Open Market | ||||||
| 05/18/2022 | 2,500 | $ | 2.04 | Open Market | ||||||
| 05/18/2022 | 2,500 | $ | 2.03 | Open Market | ||||||
| 05/19/2022 | 9 | $ | 2.05 | Open Market | ||||||
| 05/19/2022 | 1,991 | $ | 2.05 | Open Market | ||||||
| 05/19/2022 | 2,000 | $ | 2.03 | Open Market | ||||||
| 06/13/2022 | 4,000 | $ | 2.34 | Open Market | ||||||
| 06/13/2022 | 3,500 | $ | 2.39 | Open Market | ||||||
| 06/13/2022 | 3,475 | $ | 2.38 | Open Market | ||||||
| 06/13/2022 | 3,000 | $ | 2.35 | Open Market | ||||||
| 06/13/2022 | 2,099 | $ | 2.34 | Open Market | ||||||
| 06/13/2022 | 701 | $ | 2.33 | Open Market | ||||||
| 06/13/2022 | 668 | $ | 2.32 | Open Market | ||||||
| 06/13/2022 | 600 | $ | 2.32 | Open Market | ||||||
| 06/13/2022 | 600 | $ | 2.33 | Open Market | ||||||
| 06/13/2022 | 300 | $ | 2.31 | Open Market | ||||||
| 06/13/2022 | 100 | $ | 2.32 | Open Market | ||||||
| 06/13/2022 | 82 | $ | 2.32 | Open Market | ||||||
| 06/13/2022 | 25 | $ | 2.37 | Open Market | ||||||
| 06/15/2022 | 2,500 | $ | 2.29 | Open Market | ||||||
| 06/15/2022 | 1,701 | $ | 2.29 | Open Market | ||||||
| 06/15/2022 | 659 | $ | 2.25 | Open Market | ||||||
| 06/15/2022 | 600 | $ | 2.27 | Open Market | ||||||
| 06/15/2022 | 600 | $ | 2.32 | Open Market | ||||||
| 06/15/2022 | 100 | $ | 2.27 | Open Market | ||||||
| 06/15/2022 | 99 | $ | 2.32 | Open Market | ||||||
| 06/16/2022 | 2,500 | $ | 2.30 | Open Market | ||||||
| 06/16/2022 | 2,500 | $ | 2.30 | Open Market | ||||||
| 06/16/2022 | 2,500 | $ | 2.35 | Open Market | ||||||
| 06/16/2022 | 1,713 | $ | 2.27 | Open Market | ||||||
| 06/16/2022 | 790 | $ | 2.29 | Open Market | ||||||
| 06/16/2022 | 300 | $ | 2.28 | Open Market | ||||||
| 06/16/2022 | 300 | $ | 2.29 | Open Market | ||||||
| 06/16/2022 | 132 | $ | 2.25 | Open Market | ||||||
| 06/16/2022 | 100 | $ | 2.27 | Open Market | ||||||
| 06/16/2022 | 32 | $ | 2.26 | Open Market | ||||||
| 06/17/2022 | 4,000 | $ | 2.32 | Open Market | ||||||
| 06/17/2022 | 3,000 | $ | 2.31 | Open Market | ||||||
| 06/17/2022 | 3,000 | $ | 2.35 | Open Market | ||||||
| 06/17/2022 | 2,500 | $ | 2.35 | Open Market | ||||||
| 06/17/2022 | 2,500 | $ | 2.37 | Open Market | ||||||
| 06/17/2022 | 1,810 | $ | 2.35 | Open Market | ||||||
| 06/17/2022 | 1,250 | $ | 2.32 | Open Market | ||||||
| 06/17/2022 | 1,190 | $ | 2.34 | Open Market | ||||||
| 06/21/2022 | 300 | $ | 2.36 | Open Market | ||||||
A-5
Shares purchased by David Smith
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/10/2022 | 100 | $ | 1.99 | Open Market | ||||||
| 05/10/2022 | 2,000 | $ | 1.90 | Open Market | ||||||
| 05/10/2022 | 2,000 | $ | 2.00 | Open Market | ||||||
| 05/10/2022 | 2,000 | $ | 2.0899 | Open Market | ||||||
| 05/11/2022 | 982 | $ | 2.08 | Open Market | ||||||
| 05/11/2022 | 2,000 | $ | 2.08 | Open Market | ||||||
| 05/11/2022 | 2,000 | $ | 2.08 | Open Market | ||||||
| 05/11/2022 | 2,000 | $ | 2.08 | Open Market | ||||||
| 05/12/2022 | 336 | $ | 2.08 | Open Market | ||||||
| 05/13/2022 | 2,000 | $ | 2.06 | Open Market | ||||||
| 05/16/2022 | 2,000 | $ | 2.07 | Open Market | ||||||
| 05/17/2022 | 2,000 | $ | 2.01 | Open Market | ||||||
| 05/18/2022 | 2 | $ | 2.00 | Open Market | ||||||
| 05/19/2022 | 580 | $ | 2.0399 | Open Market | ||||||
| 05/20/2022 | 2,000 | $ | 2.00 | Open Market | ||||||
| 06/10/2022 | 2,000 | $ | 2.32 | Open Market | ||||||
| 06/21/2022 | 2,000 | $ | 2.35 | Open Market | ||||||
| 06/22//2022 | 2,000 | $ | 2.35 | Open Market | ||||||
| 06/23/2022 | 2,000 | $ | 2.35 | Open Market | ||||||
| 06/23/2022 | 1,428 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 250 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 100 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 4,070 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 71 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 200 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 71 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 71 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 71 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 101 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 1,862 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 2,490 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 90 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 90 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 70 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 20 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 350 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 100 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.35 | Open Market | ||||||
| 06/24/2022 | 190 | $ | 2.35 | Open Market | ||||||
A-6
Shares purchased by David Smith
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 06/24/2022 | 47 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 86 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 100 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 82 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 100 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 23 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 1,881 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 35 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 59 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 91 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 200 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 200 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 300 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 2,000 | $ | 2.34 | Open Market | ||||||
| 06/24/2022 | 381 | $ | 2.34 | Open Market | ||||||
Shares purchased by the Schwab brokerage account of Steven G. Norcutt
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/20/2022 | 106 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 700 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 300 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 50 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 100 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 99 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 158 | $ | 2.04 | Open Market | ||||||
| 05/20/2022 | 87 | $ | 2.04 | Open Market | ||||||
| 06/02/2022 | 2,500 | $ | 2.35 | Open Market | ||||||
| 06/06/2022 | 1,300 | $ | 2.59 | Open Market | ||||||
| 06/06/2022 | 1,125 | $ | 2.59 | Open Market | ||||||
| 06/06/2022 | 75 | $ | 2.58 | Open Market | ||||||
| 06/06/2022 | 500 | $ | 2.59 | Open Market | ||||||
| 06/22/2022 | 2,500 | $ | 2.40 | Open Market | ||||||
| 06/23/2022 | 2,500 | $ | 2.38 | Open Market | ||||||
| 06/27/2022 | 2,500 | $ | 2.33 | Open Market | ||||||
A-7
Shares purchased by the E*TRADE brokerage account of Steven G. Norcutt
| Date | Number of Shares Purchased | Price Per Share | Where and How Transaction Effected and Party | |||||||
| 05/04/2022 | 1,000 | $ | 2.215 | Open Market | ||||||
| 05/04/2022 | 300 | $ | 2.23 | Open Market | ||||||
| 05/09/2022 | 4,116 | $ | 2.285 | Open Market | ||||||
| 05/09/2022 | 884 | $ | 2.2875 | Open Market | ||||||
| 05/10/2022 | 5,000 | $ | 2.1219 | Open Market | ||||||
| 05/23/2022 | 808 | $ | 2.1081 | Open Market | ||||||
| 05/23/2022 | 400 | $ | 2.1098 | Open Market | ||||||
| 05/23/2022 | 479 | $ | 2.11 | Open Market | ||||||
| 05/23/2022 | 400 | $ | 2.1099 | Open Market | ||||||
| 05/23/2022 | 413 | $ | 2.10 | Open Market | ||||||
A-8