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Filing Details

Accession Number:: 0001213900-20-027870
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-22 17:31:13
Reporting Period:: 2020-09-18

Accepted Time:: 2020-09-22 17:31:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1527541	Wheeler Real Estate Investment Trust Inc.	WHLR	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1113303	Joseph Stilwell	111 Broadway, 12Th Floor New York NY 10006	Yes	No	Yes	No
1397076	Stilwell Value Llc	111 Broadway, 12Th Floor New York NY 10006	No	No	Yes	No
1555931	Stilwell Value Partners Vii, L.p.	111 Broadway, 12Th Floor New York NY 10006	No	No	Yes	No
1564452	Stilwell Activist Fund, L.p.	111 Broadway, 12Th Floor New York NY 10006	No	No	Yes	No
1573720	Stilwell Activist Investments, L.p.	111 Broadway, 12Th Floor New York NY 10006	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-09-18	33,750	$2.64	853,724	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-18	3,750	$2.64	113,814	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-09-21	22	$2.75	853,746	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	213,775	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series B Convertible Preferred Stock	$40.00		5,125	8,200	Indirect
Common Stock	Series D Cumulative Convertible Preferred Stock	$16.96		29,272	19,859	Indirect
Common Stock	Series D Cumulative Convertible Preferred Stock	$16.96		7,806	5,296	Indirect
Common Stock	Series D Cumulative Convertible Preferred Stock	$16.96		63,066	42,786	Indirect
Series B Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	21,154	21,154	Indirect
Series D Cumulative Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	376,693	376,693	Indirect
Series B Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	2,559	2,559	Indirect
Series D Cumulative Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	54,306	54,306	Indirect
Series B Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	55,929	55,929	Indirect
Series D Cumulative Convertible Preferred Stock	Cash-settled Total Return Swap (obligation to buy)	$0.00	2022-03-01	22,282	22,282	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	5,125	8,200	Indirect
	29,272	19,859	Indirect
	7,806	5,296	Indirect
	63,066	42,786	Indirect
2022-03-01	21,154	21,154	Indirect
2022-03-01	376,693	376,693	Indirect
2022-03-01	2,559	2,559	Indirect
2022-03-01	54,306	54,306	Indirect
2022-03-01	55,929	55,929	Indirect
2022-03-01	22,282	22,282	Indirect

Footnotes

This Form 4 reports the following transactions: (i) on September 18, 2020, (a) Stilwell Activist Investments, L.P. ("SAI") acquired 33,750 shares of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock at $2.6414 USD per share, and (b) Stilwell Activist Fund, L.P. ("SAF") acquired 3,750 shares of the Company's common stock at $2.6414 USD per share; and (ii) on September 21, 2020, SAI acquired 22 shares of the Company's common stock at $2.7500 USD per share.
These shares are owned directly by SAI and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
These shares are owned directly by SAF and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
These shares are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
As disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into 0.625 shares of the Company's common stock. The Series B Stock has no expiration date.
As disclosed in the Company's Form 8-K filed with the SEC on April 3, 2017, each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into 1.474 shares of the Company's common stock. The Series D Stock has no expiration date.
SAI entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the "Swap Agreement"), pursuant to which it purchased certain cash-settled swaps (the "Swaps") constituting economic exposure to notional shares of Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.10 to $11.12, and the price of the Swaps for the Series D Stock ranged from $13.75 to $15.85. The Swap Agreement provides SAI with economic results that are comparable to the economic results of ownership, but does not provide SAI with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
These Swaps can be settled at any time prior to the expiration date.
SAF entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock was $11.10, and the price of the Swaps for the Series D Stock ranged from $14.75 to $15.85. The Additional Swap Agreement provides SAF with economic results that are comparable to the economic results of ownership, but does not provide SAF with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
SVP VII entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Second Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.73 to $12.88, and the price of the Swaps for the Series D Stock ranged from $14.50 to $15.50. The Second Additional Swap Agreement provides SVP VII with economic results that are comparable to the economic results of ownership, but does not provide SVP VII with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Second Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.