Joseph Stilwell - Aug 19, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role: Director, 10%+ Owner
Signature: /s/ Joseph Stilwell
Stock symbol: WHLR
Transactions as of: Aug 19, 2021
Transactions value $: $24,999,875
Form type: 4
Date filed: 8/23/2021, 05:04 PM
Previous filing: Aug 20, 2021
Next filing: Aug 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Common Stock						854K	Aug 19, 2021	See footnote	F1
holding	WHLR	Common Stock						114K	Aug 19, 2021	See footnote	F2
holding	WHLR	Common Stock						214K	Aug 19, 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	Subscription Rights (right to buy)	Options Exercise	$0	-730K	-100%	$0.00^*	0	Aug 13, 2021	7.00% Senior Subordinated Convertible Notes due 2031	$18.2M		See footnote	F1, F4, F7
transaction	WHLR	7.00% Senior Subordinated Convertible Notes due 2031	Purchase	$18.2M				$18.2M	Aug 19, 2021	Common Stock	2.92M	$6.25	See footnote	F1, F8, F9, F10
transaction	WHLR	Subscription Rights (right to buy)	Options Exercise	$0	-105K	-100%	$0.00^*	0	Aug 13, 2021	7.00% Senior Subordinated Convertible Notes due 2031	$2.62M		See footnote	F2, F5, F7
transaction	WHLR	7.00% Senior Subordinated Convertible Notes due 2031	Purchase	$2.62M				$2.62M	Aug 19, 2021	Common Stock	420K	$6.25	See footnote	F2, F8, F9, F10
transaction	WHLR	Subscription Rights (right to buy)	Options Exercise	$0	-165K	-100%	$0.00^*	0	Aug 13, 2021	7.00% Senior Subordinated Convertible Notes due 2031	$4.13M		See footnote	F3, F6, F7
transaction	WHLR	7.00% Senior Subordinated Convertible Notes due 2031	Purchase	$4.13M				$4.13M	Aug 19, 2021	Common Stock	660K	$6.25	See footnote	F3, F8, F9, F10

* 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	This represents SAI's exercise of non-transferable subscription rights (the "Rights") that were issued to SAI in the Issuer's offering of Rights (the "Rights Offering") to purchase up to $30 million in aggregate principal amount of 7.00% senior subordinated convertible notes due in 2031 (the "Notes"). Pursuant to the Rights Offering, each holder of the Issuer's common stock as of the record date received one Right for each eight shares of the Issuer's common stock owned, with each Right entitling such holder to purchase $25.00 principal amount of the Notes (the "basic subscription privilege") and, if such holder exercised the basic subscription privilege, an over-subscription privilege which allowed such holder to subscribe for an additional principal amount of the Notes issuable pursuant to Rights that were not exercised by other stockholders.
F5	This represents SAF's exercise of Rights that were issued to SAF in the Rights Offering to purchase up to $30 million in aggregate principal amount of the Notes. Pursuant to the Rights Offering, each holder of the Issuer's common stock as of the record date received one Right for each eight shares of the Issuer's common stock owned, with each Right entitling such holder to the basic subscription privilege and, if such holder exercised the basic subscription privilege, an over-subscription privilege which allowed such holder to subscribe for an additional principal amount of the Notes issuable pursuant to Rights that were not exercised by other stockholders.
F6	This represents SVP VII's exercise of Rights that were issued to SVP VII in the Rights Offering to purchase up to $30 million in aggregate principal amount of the Notes. Pursuant to the Rights Offering, each holder of the Issuer's common stock as of the record date received one Right for each eight shares of the Issuer's common stock owned, with each Right entitling such holder to the basic subscription privilege and, if such holder exercised the basic subscription privilege, an over-subscription privilege which allowed such holder to subscribe for an additional principal amount of the Notes issuable pursuant to Rights that were not exercised by other stockholders.
F7	The Rights Offering expired at 5:00 p.m. New York City time on August 13, 2021.
F8	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.
F9	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, and assumes that the Issuer will pay all interest due thereon in cash.
F10	The Notes subscribed for in the Rights Offering were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021.