| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | $2,693 | -342 | -0.87% | $7.87 | 38,747 | 04 Nov 2021 | Common Stock, $0.01 par value | 213 | $40.00 | See footnote | F1, F2, F3, F4, F11 |
| transaction | WHLR | Series D Cumulative Convertible Preferred Stock | Sale | $12,896 | -806 | -0.85% | $16.00 | 94,363 | 04 Nov 2021 | Common Stock, $0.01 par value | 1,188 | $16.96 | See footnote | F7, F8, F11 |
| holding | WHLR | Series B Convertible Preferred Stock | 185,230 | 04 Nov 2021 | Common Stock, $0.01 par value | 0 | $40.00 | See footnote | F1, F5, F11 | |||||
| holding | WHLR | Series B Convertible Preferred Stock | 2,568 | 04 Nov 2021 | Common Stock, $0.01 par value | 0 | $40.00 | See footnote | F1, F6, F11 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 328,828 | 04 Nov 2021 | Common Stock, $0.01 par value | 0 | $16.96 | See footnote | F7, F9, F11 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 4,319 | 04 Nov 2021 | Common Stock, $0.01 par value | 0 | $16.96 | See footnote | F7, F10, F11 |
| 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 $7.85 to $7.92. |
| F3 | 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. |
| F4 | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 38,747 shares of Series B Convertible Preferred Stock (Series B). |
| F5 | Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B. |
| F6 | Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B. |
| F7 | Convertible at any time, with no expiration date. |
| F8 | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 94,363 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| F9 | Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| F10 | Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| F11 | 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 footnotes 4 and 8 (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. |
The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbols for the securities in which transactions actually occurred are WHLRD and WHLRP.