| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | WHLR | Common Stock | 50.2K | Aug 19, 2021 | Direct |
| 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 | -6.28K | -100% | $0.00* | 0 | Aug 13, 2021 | 7.00% Senior Subordinated Convertible Notes due 2031 | $157K | Direct | F1, F2 | |
| transaction | WHLR | 7.00% Senior Subordinated Convertible Notes due 2031 | Purchase | $157K | $157K | Aug 19, 2021 | Common Stock | 25.1K | $6.25 | Direct | F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Represents the Reporting Person's pro rata exercise of non-transferable subscription rights in the Issuer's rights offering (the "Rights Offering") for the purchase of up to $30 million in aggregate principal amount of the Issuer's 7.00% senior subordinated convertible notes due 2031 (the "Notes"). Pursuant to the Rights Offering, the Issuer distributed to holders of its common stock, as of 5:00 p.m. New York City time on June 1, 2021 (the "Record Date"), non-transferable subscription rights to purchase Notes. 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, and each right entitled a holder to purchase $25.00 principal amount of Notes. |
| F2 | The Rights Offering expired at 5:00 p.m. New York City time on August 13, 2021. |
| F3 | 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. |
| F4 | 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 later pay all interest thereon in cash. |
| F5 | The Notes subscribed for in the Rights Offering were delivered through the clearing systems of the Depository Trust Company and such delivery was completed on August 19, 2021. |