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Filing Details

Accession Number:: 0001213900-23-098343
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-22 20:25:36
Reporting Period:: 2023-12-20

Accepted Time:: 2023-12-22 20:25:36
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
913960	P L Associates Stilwell	111 Broadway 12Th Floor New York NY 10006	No	No	Yes	No
1113303	Joseph Stilwell	200 Calle Del Santo Cristo San Juan PR 00901	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	2023-12-20	185,101	$0.28	15,041,309	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2023-12-21	138,000	$0.28	15,179,309	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2023-12-20	134,137	$0.28	2,269,886	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2023-12-21	62,000	$0.28	2,331,886	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
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,359,992	Indirect	See footnote

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% Subordinated Convertible Notes due 2031	$0.21	2021-08-19	2031-12-31	85,015,450	0	Indirect
Common Stock	7.00% Subordinated Convertible Notes due 2031	$0.21	2021-08-19	2031-12-31	12,228,067	0	Indirect
Common Stock	7.00% Subordinated Convertible Notes due 2031	$0.21	2021-08-19	2031-12-31	19,215,900	0	Indirect
Common Stock	7.00% Subordinated Convertible Notes due 2031	$0.21		2031-12-31	516,965	0	Indirect
Common Stock	Series B Convertible Preferred Stock	$400.00			37,279	596,473	Indirect
Common Stock	Series B Convertible Preferred Stock	$400.00			5,362	85,792	Indirect
Common Stock	Series B Convertible Preferred Stock	$400.00			8,426	134,820	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2031-12-31	85,015,450	0	Indirect
2031-12-31	12,228,067	0	Indirect
2031-12-31	19,215,900	0	Indirect
2031-12-31	516,965	0	Indirect
	37,279	596,473	Indirect
	5,362	85,792	Indirect
	8,426	134,820	Indirect

Footnotes

These securities are owned directly by Stilwell Activist Investments, L.P. ("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 securities are owned directly by Stilwell Activist Fund, L.P. ("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 securities 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 4 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this Form 4.
The Issuer's 7.00% 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 $0.21 per share (116.46 common shares for each $25.00 of principal amount of the Notes being converted).
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 ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. 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 by the Reporting Person.
The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021.
These Notes are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. 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 Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date.
In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"), the number of shares of Series B Preferred Stock paid as interest on the Notes on June 30, 2022 was determined based on a per share value equal to $2.6673845, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on January 3, 2023 was determined based on a per share value equal to $1.070872, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.