Steamboat Capital Partners, LLC - 07 Sep 2023 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role: 10%+ Owner
Signature: Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO
Issuer symbol: WHLR
Transactions as of: 07 Sep 2023
Net transactions value: -$304,150
Form type: 4
Filing time: 11 Sep 2023, 16:20:11 UTC
Previous filing: 30 Nov 2022
Next filing: 13 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WHLR	Common Stock, $0.01 par value	Sale	$30,751	-4,044	-100%	$7.60	0	07 Sep 2023	See footnote	F1, F2, F4
transaction	WHLR	Common Stock, $0.01 par value	Sale	$494	-65	-100%	$7.60	0	07 Sep 2023	See footnote	F1, F3, F4

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	Sale	$65,274	-5,084	-1.5%	$12.84	323,744	07 Sep 2023	Common Stock, $0.01 par value	749	$169.60	See footnote	F2, F4, F5, F6
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Sale	$860	-67	-1.6%	$12.84	4,252	07 Sep 2023	Common Stock, $0.01 par value	10	$169.60	See footnote	F3, F4, F5, F6
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Sale	$77,693	-5,430	-1.7%	$14.31	318,314	07 Sep 2023	Common Stock, $0.01 par value	800	$169.60	See footnote	F2, F4, F5, F7
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Sale	$1,016	-71	-1.7%	$14.31	4,181	07 Sep 2023	Common Stock, $0.01 par value	10	$169.60	See footnote	F3, F4, F5, F7
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Sale	$10,782	-850	-0.27%	$12.68	317,464	08 Sep 2023	Common Stock, $0.01 par value	125	$169.60	See footnote	F2, F4, F5, F8
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Sale	$140	-11	-0.26%	$12.68	4,170	08 Sep 2023	Common Stock, $0.01 par value	2	$169.60	See footnote	F3, F4, F5, F8
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$112,684	-64,321	-35%	$1.75	120,909	07 Sep 2023	Common Stock, $0.01 par value	4,020	$400.00	See footnote	F2, F4, F5, F9
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$1,563	-892	-35%	$1.75	1,676	07 Sep 2023	Common Stock, $0.01 par value	56	$400.00	See footnote	F3, F4, F5, F9
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$2,853	-1,589	-1.3%	$1.80	119,320	08 Sep 2023	Common Stock, $0.01 par value	99	$400.00	See footnote	F2, F4, F5, F10
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$39.49	-22	-1.3%	$1.80	1,654	08 Sep 2023	Common Stock, $0.01 par value	2	$400.00	See footnote	F3, F4, F5, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $7.60 to $7.63. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F2	Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA).
F3	Ownership of Steamboat Capital Partners II, LP (II).
F4	Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein.
F5	Convertible at any time, with no expiration date.
F6	This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $12.75 to $13.24. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F7	This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $14.25 to $14.53. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F8	This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $12.67 to $12.70. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F9	This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $1.65 to $1.85. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F10	This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $1.76 to $1.81. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.