Role
10%+ Owner
Signature
Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO
Issuer symbol
WHLR
Transactions as of
07 Dec 2021
Net transactions value
-$85,792
Form type
4
Filing time
09 Dec 2021, 14:08:17 UTC
Previous filing
07 Dec 2021
Next filing
13 Dec 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 $3,458 -480 -1.6% $7.21 29,652 07 Dec 2021 Common Stock, $0.01 par value 300 $40.00 See footnote F1, F2, F3, F13
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale $41,705 -2,700 -3.6% $15.45 73,038 07 Dec 2021 Common Stock, $0.01 par value 3,980 $16.96 See footnote F6, F7, F8, F13
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale $40,629 -2,700 -3.7% $15.05 70,338 08 Dec 2021 Common Stock, $0.01 par value 3,980 $16.96 See footnote F6, F9, F10, F13
holding WHLR Series B Convertible Preferred Stock 185,230 07 Dec 2021 Common Stock, $0.01 par value 0 $40.00 See footnote F1, F4, F13
holding WHLR Series B Convertible Preferred Stock 2,568 07 Dec 2021 Common Stock, $0.01 par value 0 $40.00 See footnote F1, F5, F13
holding WHLR Series D Cumulative Convertible Preferred Stock 328,828 07 Dec 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F6, F11, F13
holding WHLR Series D Cumulative Convertible Preferred Stock 4,319 07 Dec 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F6, F12, F13
* 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 $7.15 to $7.25. 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 the indicated number of shares of Series B Convertible Preferred Stock (Series B).
F4 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.
F5 Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.
F6 Convertible at any time, with no expiration date.
F7 This is the average price. The prices at which shares were actually sold range from $15.40 to $15.45. 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.
F8 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series D Cumulative Convertible Preferred Stock (Series D).
F9 This is the average price. The prices at which shares were actually sold range from $15.00 to $15.21. 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.
F10 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series D Cumulative Convertible Preferred Stock (Series D).
F11 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).
F12 Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
F13 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 3,8 and 10 (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.