| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | WHLR | Common Stock | 854K | Aug 24, 2022 | See footnote | F1 | |||||
| holding | WHLR | Common Stock | 114K | Aug 24, 2022 | See footnote | F2 | |||||
| holding | WHLR | Common Stock | 214K | Aug 24, 2022 | See footnote | F3 |
| 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 | -$205K | -47.5K | -19.84% | $4.32* | 192K | Aug 24, 2022 | Common Stock | 29.7K | $40.00 | See footnote | F1, F9, F10, F11 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$28.9K | -6.68K | -19.41% | $4.32* | 27.8K | Aug 24, 2022 | Common Stock | 4.18K | $40.00 | See footnote | F2, F9, F10, F11 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$40.9K | -9.46K | -17.48% | $4.32* | 44.7K | Aug 24, 2022 | Common Stock | 5.91K | $40.00 | See footnote | F3, F9, F10, F11 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$146K | -39.2K | -20.42% | $3.72* | 153K | Aug 25, 2022 | Common Stock | 24.5K | $40.00 | See footnote | F1, F9, F10, F11 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$21.5K | -5.79K | -20.85% | $3.72* | 22K | Aug 25, 2022 | Common Stock | 3.62K | $40.00 | See footnote | F2, F9, F10, F11 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$37.7K | -10.1K | -22.69% | $3.72* | 34.5K | Aug 25, 2022 | Common Stock | 6.34K | $40.00 | See footnote | F3, F9, F10, F11 |
| holding | WHLR | 7.00% Senior Subordinated Convertible Notes due 2031 | $18.2M | Aug 24, 2022 | Common Stock | 2.92M | $6.25 | See footnote | F1, F4, F5, F6 | |||||
| holding | WHLR | 7.00% Senior Subordinated Convertible Notes due 2031 | $2.62M | Aug 24, 2022 | Common Stock | 420K | $6.25 | See footnote | F2, F4, F5, F6 | |||||
| holding | WHLR | 7.00% Senior Subordinated Convertible Notes due 2031 | $4.13M | Aug 24, 2022 | Common Stock | 660K | $6.25 | See footnote | F3, F4, F5, F6 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 62.9K | Aug 24, 2022 | Common Stock | 92.7K | $16.96 | See footnote | F1, F7, F8 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 9.05K | Aug 24, 2022 | Common Stock | 13.3K | $16.96 | See footnote | F2, F7, F8 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 14.2K | Aug 24, 2022 | Common Stock | 21K | $16.96 | See footnote | F3, F7, F8 |
| 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 | In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (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. |
| F9 | As disclosed in the Issuer's Form 8-K filed with the SEC on May 20, 2022, the Issuer determined that interest on the Notes payable on June 30, 2022, would be paid in the form of Series B Preferred Stock. On June 30, 2022, the Issuer issued shares of Series B 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, (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. This Form 4 reports the following sales of the Series B Preferred Stock: (i) on August 24, 2022, (a) SAI sold 47,511 shares at $4.32 per share, (b) SAF sold 6,684 shares at $4.32 per share, and (c) SVP VII sold 9,462 shares at $4.32 per share; and (ii) on August 25, 2022, (a) SAI sold 39,195 shares at $3.72 per share; (b) SAF sold 5,787 shares at $3.72 per share, and (c) SVP VII sold 10,136 shares at $3.72 per share. |
| F10 | As disclosed in the Issuer's Form 8-K filed with the SEC on April 3, 2017, each share of Series B Preferred Stock is convertible into 0.625 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date. |
| F11 | The sale price reported above has been rounded to the nearest cent. |