Steamboat Capital Partners, LLC - Dec 9, 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
Dec 9, 2021
Transactions value $
-$39,282
Form type
4
Date filed
12/13/2021, 12:21 PM
Previous filing
Dec 9, 2021
Next filing
Dec 15, 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 D Cumulative Convertible Preferred Stock Sale -$39.3K -2.7K -3.84% $14.55 67.6K Dec 9, 2021 Common Stock, $0.01 par value 3.98K $16.96 See footnote F1, F2, F3, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 329K Dec 9, 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F1, F4, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 4.32K Dec 9, 2021 Common Stock, $0.01 par value 0 $16.96 See footnote F1, 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.
F2 This is the average price. The prices at which shares were actually sold range from $14.50 to $14.63. 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 D Cumulative Convertible Preferred Stock (Series D).
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 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D).
F5 Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
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.

Remarks:

The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbol for the securities in which transactions actually occurred is WHLRD.