| 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 |
| 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 |
| 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. |