Steamboat Capital Partners, LLC - Oct 6, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
10%+ Owner
Signature
/s/ Parsa Kiai, Managing Member, STEAMBOAT CAPITAL PARTNERS, LLC
Stock symbol
WHLR
Transactions as of
Oct 6, 2021
Transactions value $
-$2,010
Form type
4
Date filed
10/8/2021, 06:26 PM
Previous filing
Oct 6, 2021
Next filing
Oct 25, 2021

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 B Cumulative Preferred Stock Sale -$470 -47 -0.11% $10.00 41.3K Oct 6, 2021 Common Stock, $0.01 par value 29 $40.00 See Footnotes F1, F2, F3, F6
transaction WHLR Series B Cumulative Preferred Stock Sale -$1.52K -152 -0.08% $10.00 185K Oct 6, 2021 Common Stock, $0.01 par value 95 $40.00 See Footnotes F1, F2, F4, F6
transaction WHLR Series B Cumulative Preferred Stock Sale -$20 -2 -0.08% $10.00 2.57K Oct 6, 2021 Common Stock, $0.01 par value 1 $40.00 See Footnotes F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Convertible at any time with no expiration date, but subject to mandatory conversion if the 20 -trading day volume-weighted average closing price of the Common Stock, $0.01 par value, exceeds $58.
F2 This is the average price. The prices at which shares were actually sold range from $10.00 to $10.22. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F3 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA") which, after such transaction, own 41,293 shares of Series B Cumulative Preferred Stock.
F4 The transaction was effected for Steamboat Capital Partners Master Fund, LP ("Master") which has delegated investment discretion to Steamboat Capital Partners, LLC ("IA") and which, after such transaction, owns 185,230 shares of Series B Cumulative Preferred Stock.
F5 The transaction was effected for Steamboat Capital Partners II, LP ("II"), which after such transaction, owns 2568 shares of Series B Cumulative Preferred Stock.
F6 Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnote 3 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein.