Joseph Stilwell - Jun 30, 2023 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
Jun 30, 2023
Transactions value $
$0
Form type
4
Date filed
7/5/2023, 07:22 PM
Previous filing
Jun 26, 2023
Next filing
Jul 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 854K Jun 30, 2023 See footnote F1
holding WHLR Common Stock 114K Jun 30, 2023 See footnote F2
holding WHLR Common Stock 214K Jun 30, 2023 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 +88.7K +141.11% 152K Jun 30, 2023 Common Stock 131K $16.96 See footnote F1, F7, F8, F9, F10
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +12.8K +141.11% 21.8K Jun 30, 2023 Common Stock 18.8K $16.96 See footnote F2, F7, F8, F9, F10
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +20.1K +141.1% 34.3K Jun 30, 2023 Common Stock 29.6K $16.96 See footnote F3, F7, F8, F9, F10
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $18.2M Jun 30, 2023 Common Stock 2.92M $6.25 See footnote F1, F4, F5, F6
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $2.62M Jun 30, 2023 Common Stock 420K $6.25 See footnote F2, F4, F5, F6
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $4.13M Jun 30, 2023 Common Stock 660K $6.25 See footnote F3, F4, F5, F6
holding WHLR Series B Convertible Preferred Stock 596K Jun 30, 2023 Common Stock 373K $40.00 See footnote F1, F11, F12, F13
holding WHLR Series B Convertible Preferred Stock 85.8K Jun 30, 2023 Common Stock 53.6K $40.00 See footnote F2, F11, F12, F13
holding WHLR Series B Convertible Preferred Stock 135K Jun 30, 2023 Common Stock 84.3K $40.00 See footnote F3, F11, F12, F13
* 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 by the Reporting Person.
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 May 22, 2023, the Issuer determined that interest on the Notes payable on June 30, 2023, would be paid in the form of Series D Preferred Stock. On June 30, 2023, the Issuer 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 on December 31, 2021 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.
F10 In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2023, was determined based on a per share value equal to $7.19774, 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.
F11 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.
F12 In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on June 30, 2022 was determined based on a per share value equal to $2.6673845, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
F13 In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on January 3, 2023 was determined based on a per share value equal to $1.070872, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.