Steamboat Capital Partners, LLC - Nov 16, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
10%+ Owner
Signature
Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO
Stock symbol
WHLR
Transactions as of
Nov 16, 2021
Transactions value $
-$32,342
Form type
4
Date filed
11/18/2021, 01:07 PM
Previous filing
Nov 12, 2021
Next filing
Nov 22, 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 Convertible Preferred Stock Sale -$3.64K -440 -1.16% $8.26 37.4K Nov 16, 2021 Common Stock, $0.01 par value 275 $40.00 See footnote F1, F2, F3, F14
transaction WHLR Series B Convertible Preferred Stock Sale -$4.45K -536 -1.43% $8.30 36.9K Nov 17, 2021 Common Stock, $0.01 par value 335 $40.00 See footnote F1, F4, F5, F14
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$10.9K -673 -0.73% $16.25 91.3K Nov 16, 2021 Common Stock, $0.01 par value 992 $16.96 See footnote F8, F9, F14
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$13.3K -819 -0.9% $16.27 90.5K Nov 17, 2021 Common Stock, $0.01 par value 1.21K $16.96 See footnote F8, F10, F11, F14
holding WHLR Series B Convertible Preferred Stock 185K Nov 16, 2021 Common Stock, $0.01 par value 0 $40.00 See footnote F1, F6, F14
holding WHLR Series B Convertible Preferred Stock 2.57K Nov 16, 2021 Common Stock, $0.01 par value 0 $40.00 See footnote F1, F7, F14
holding WHLR Series D Cumulative Convertible Preferred Stock 329K Nov 16, 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F8, F12, F14
holding WHLR Series D Cumulative Convertible Preferred Stock 4.32K Nov 16, 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F8, F13, F14
* 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 $8.25 to $8.31. The reporting persons hereby undertake 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 37,401 shares of Series B Convertible Preferred Stock (Series B).
F4 This is the average price. The prices at which shares were actually sold range from $8.26 to $8.35. The reporting persons hereby undertake 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.
F5 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 36,865 shares of Series B Convertible Preferred Stock (Series B).
F6 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.
F7 Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.
F8 Convertible at any time, with no expiration date.
F9 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 91,285 shares of Series D Cumulative Convertible Preferred Stock (Series D).
F10 This is the average price. The prices at which shares were actually sold range from $16.26 to $16.35. The reporting persons hereby undertake 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.
F11 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 90,466 shares of Series D Cumulative Convertible Preferred Stock (Series D).
F12 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).
F13 Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
F14 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 3,5, 9 and 11 (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.

Remarks:

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.