| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WHLR | Common Stock | Sale | -$40.6K | -20.1K | -20.11% | $2.02 | 79.9K | Aug 30, 2022 | Direct | F1 |
| 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 | -$4.48K | -344 | -100% | $13.01 | 0 | Aug 29, 2022 | Common Stock | 507 | $16.96 | Direct | F1, F5, F6 |
| transaction | WHLR | Series B Convertible Preferred Stock | Sale | -$5K | -1.31K | -100% | $3.81* | 0 | Aug 29, 2022 | Common Stock | 820 | $40.00 | Direct | F1, F7, F8 |
| holding | WHLR | 7.00% Senior Subordinated Convertible Notes due 2031 | $100K | Aug 29, 2022 | Common Stock | 16K | $6.25 | Direct | F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | The sale price reported above has been rounded to the nearest cent. |
| F2 | 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. |
| F3 | 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. |
| F4 | The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021. |
| F5 | As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("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 the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, 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"). This Form 4 reports the sale on August 29, 2022 of 344 shares of the Series D Preferred Stock at $13.01 per share. |
| F6 | As disclosed in the Issuer's Form 8-K filed with the 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. |
| F7 | 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 the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, in accordance with the terms thereof and of the Indenture. This Form 4 reports the sale on August 29, 2022 of 1,312 shares of the Series B Preferred Stock at $3.81 per share. |
| F8 | 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. |