Joseph Stilwell - Dec 31, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
Director, 10%+ Owner
Signature
/s/ Joseph Stilwell
Stock symbol
WHLR
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 08:39 PM
Previous filing
Jan 3, 2022
Next filing
Mar 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 854K Dec 31, 2021 See footnote F1
holding WHLR Common Stock 114K Dec 31, 2021 See footnote F2
holding WHLR Common Stock 214K Dec 31, 2021 See footnote F3

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 Other +62.9K 62.9K Dec 31, 2021 Common Stock 92.7K $16.96 See footnote F1, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +9.05K 9.05K Dec 31, 2021 Common Stock 13.3K $16.96 See footnote F2, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +14.2K 14.2K Dec 31, 2021 Common Stock 21K $16.96 See footnote F3, F7, F8, F9
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $18.2M Dec 31, 2021 Common Stock 2.92M $6.25 See footnote F1, F4, F5, F6
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $2.62M Dec 31, 2021 Common Stock 420K $6.25 See footnote F2, F4, F5, F6
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $4.13M Dec 31, 2021 Common Stock 660K $6.25 See footnote F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F2 These shares are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F3 These shares are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F4 The Issuer's 7.00% Senior Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $6.25 per share (the "Conversion Price") (4 common shares for each $25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023, holders of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Preferred Stock redeemed into shares of the Issuer's common stock.
F5 Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held as of August 19, 2021.
F6 The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021.
F7 As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series D Preferred Stock is convertible into 1.474 shares of the Issuer's common stock. The Series D Preferred Stock has no expiration date.
F8 As disclosed in the Issuer's Form 8-K filed with the SEC on November 29, 2021, the Board of Directors of the Issuer determined that interest on the Notes payable on December 31, 2021, would be paid in the form of Series D Preferred Stock. On December 31, 2021, the Company issued shares of Series D Preferred Stock to (i) SAI as payment of interest with respect to the Notes held by SAI, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"), (ii) SAF as payment of interest with respect to the Notes held by SAF, in accordance with the terms thereof and the Indenture, and (iii) SVP VII as payment of interest with respect to the Notes held by SVP VII, in accordance with the terms thereof and the Indenture.
F9 In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes was determined based on a per share value equal to $7.786515, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.