Joseph Stilwell - May 17, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Signature
/s/ Joseph Stilwell
Stock symbol
WHLR
Transactions as of
May 17, 2021
Transactions value $
-$1,495,484
Form type
4
Date filed
5/19/2021, 05:58 PM
Previous filing
May 7, 2021
Next filing
May 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 854K May 17, 2021 See footnote F1
holding WHLR Common Stock 114K May 17, 2021 See footnote F2
holding WHLR Common Stock 214K May 17, 2021 See footnote F3

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 -$357K -19.9K -100% $18.00 0 May 18, 2021 Common Stock 29.3K $16.96 See footnote F3, F4, F10
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$95.3K -5.3K -100% $18.00 0 May 18, 2021 Common Stock 7.81K $16.96 See footnote F2, F4, F10
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$770K -42.8K -100% $18.00 0 May 18, 2021 Common Stock 63.1K $16.96 See footnote F1, F4, F10
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$154K -8.42K -45.45% $18.25 10.1K May 17, 2021 Series D Cumulative Convertible Preferred Stock 8.42K See footnote F5, F6, F9
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$72.8K -3.99K -39.46% $18.25 6.12K May 18, 2021 Series D Cumulative Convertible Preferred Stock 3.99K See footnote F5, F6, F9
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$22.2K -1.21K -45.28% $18.25 1.47K May 17, 2021 Series D Cumulative Convertible Preferred Stock 1.21K See footnote F6, F7, F9
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$10.5K -575 -39.2% $18.25 892 May 18, 2021 Series D Cumulative Convertible Preferred Stock 575 See footnote F6, F7, F9
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$9.09K -498 -45.31% $18.25 601 May 17, 2021 Series D Cumulative Convertible Preferred Stock 498 See footnote F6, F8, F9
transaction WHLR Cash-settled Total Return Swap (obligation to buy) Sale -$4.31K -236 -39.27% $18.25 365 May 18, 2021 Series D Cumulative Convertible Preferred Stock 236 See footnote F6, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares 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.
F2 These shares 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.
F3 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.
F4 As disclosed in the Wheeler Real Estate Investment Trust, Inc. (the "Company") Form 8-K filed with the Securities and Exchange Commission ("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.
F5 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 Convertible Preferred Stock (the "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.
F6 These Swaps can be settled at any time prior to the expiration date.
F7 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.
F8 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.
F9 This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Persons.
F10 The Series D Stock was tendered to the Company in the Company's modified Dutch auction tender offer which expired on May 14, 2021.