Kerry Campbell - Sep 6, 2022 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
Director
Signature
/s/ Kerry Campbell
Stock symbol
WHLR
Transactions as of
Sep 6, 2022
Transactions value $
-$171,465
Form type
4
Date filed
9/7/2022, 05:07 PM
Previous filing
Aug 31, 2022
Next filing
Jan 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHLR Common Stock Sale -$171K -76.9K -96.24% $2.23 3K Sep 6, 2022 Direct F1

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
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $100K Sep 6, 2022 Common Stock 16K $6.25 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.