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Filing Details

Accession Number:: 0001213900-22-052707
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-31 17:00:28
Reporting Period:: 2022-08-29

Accepted Time:: 2022-08-31 17:00:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1527541	Wheeler Real Estate Investment Trust Inc.	WHLR	Real Estate Investment Trusts (6798)	452681082

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1798184	G. Kerry Campbell	2529 Virginia Beach Blvd. Virginia Beach VA 23452		Yes	No	No	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	Disposition	2022-08-30	20,110	$2.02	79,890	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series D Cumulative Convertible Preferred Stock	Disposition	2022-08-29	344	$13.01	507	$16.96
Common Stock	Series B Convertible Preferred Stock	Disposition	2022-08-29	1,312	$3.81	820	$40.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Direct
0			No	4	S	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	7.00% Senior Subordinated Convertible Notes due 2031	$6.25	2021-08-19	2031-12-31	16,000	0	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2031-12-31	16,000	0	Direct

Footnotes

The sale price reported above has been rounded to the nearest cent.
Issuer's 7.00% Senior Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $6.25 per share (the "Conversion Price") (4 common shares for each $25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023 holders of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Preferred Stock redeemed into shares of the Issuer's common stock.
Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held as of August 19, 2021.
The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021.
As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on November 29, 2021, the Board of Directors of the Issuer determined that interest on the Notes payable on December 31, 2021, would be paid in the form of Series D Preferred Stock. On December 31, 2021, the Company issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"). This Form 4 reports the sale on August 29, 2022 of 344 shares of the Series D Preferred Stock at $13.01 per share.
As disclosed in the Issuer's Form 8-K filed with the SEC on April 3, 2017, each share of Series D Preferred Stock is convertible into 1.474 shares of the Issuer's common stock. The Series D Preferred Stock has no expiration date.
As disclosed in the Issuer's Form 8-K filed with the SEC on May 20, 2022, the Issuer determined that interest on the Notes payable on June 30, 2022, would be paid in the form of Series B Preferred Stock. On June 30, 2022, the Issuer issued shares of Series B Preferred Stock to the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, in accordance with the terms thereof and of the Indenture. This Form 4 reports the sale on August 29, 2022 of 1,312 shares of the Series B Preferred Stock at $3.81 per share.
As disclosed in the Issuer's Form 8-K filed with the SEC on April 3, 2017, each share of Series B Preferred Stock is convertible into 0.625 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.