Andrew R. Jones - 18 May 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
Director
Signature
/s/ Andrew R. Jones
Issuer symbol
WHLR
Transactions as of
18 May 2021
Net transactions value
-$367,200
Form type
4
Filing time
19 May 2021, 17:18:58 UTC
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale $367,200 -20,400 -100% $18.00 0 18 May 2021 Common Stock 30,069 $16.96 Held in managed funds F2, F3, F4
holding WHLR Series B Convertible Preferred Stock 45,335 18 May 2021 Common Stock 28,334 $40.00 Held in managed funds F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into shares of the Issuer's common stock at $40.00 per share, and one share of Series B Stock is convertible into 0.625 shares of Issuer common stock. The Series B Stock has no expiration date.
F2 These shares are held by various investment partnerships, funds and managed accounts, in which NS Advisors, LLC ("NS Advisors") serves as the investment manager. Mr. Jones is the managing member of NS Advisors and has sole voting and investment authority over the shares.
F3 The Series D Cumulative Convertible Preferred Stock (the "Series D Stock") was tendered to the Issuer in the Issuer's modified Dutch auction tender offer which expired on May 14, 2021.
F4 Each share of Series D Stock is convertible into shares of the Issuer's common stock at $16.96 per share and one share of Series D Stock is convertible into 1.474 shares of Issuer common stock. The Series D Stock has no expiration date.