| 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 | -$17.1K | -1.2K | -1.77% | $14.27 | 66.4K | Dec 13, 2021 | Common Stock, $0.01 par value | 1.77K | $16.96 | See footnote | F1, F2, F3, F7 |
| transaction | WHLR | Series D Cumulative Convertible Preferred Stock | Sale | -$27.8K | -2K | -3.01% | $13.88 | 64.4K | Dec 14, 2021 | Common Stock, $0.01 par value | 2.95K | $16.96 | See footnote | F1, F3, F4, F7 |
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 329K | Dec 13, 2021 | Common Stock, $0.01 par value | 0 | $16.96 | See footnote | F1, F5, F7 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 4.32K | Dec 13, 2021 | Common Stock, $0.01 par value | 0 | $16.96 | See footnote | F1, F6, F7 |
| 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 $14.00 to $14.50. 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 | This is the average price. The prices at which shares were actually sold range from $13.75 to $14.04. 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 | 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). |
| F6 | Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| F7 | 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. |
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.