Steamboat Capital Partners, LLC - Nov 7, 2023 Form 3 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
10%+ Owner
Signature
Steamboat Capital Partners, LLC, /s/ Parsa Kiai, Managing Member
Stock symbol
WHLR
Transactions as of
Nov 7, 2023
Transactions value $
$0
Form type
3
Date filed
11/9/2023, 06:28 PM
Previous filing
Sep 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock, $0.01 par value 555K Nov 7, 2023 See footnote F3, F5
holding WHLR Common Stock, $0.01 par value 8.23K Nov 7, 2023 See footnote F4, F5

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 Series D Cumulative Convertible Preferred Stock Nov 7, 2023 Common Stock, $0.01 par value 254K $169.60 See footnote F1, F2, F3, F5
holding WHLR Series D Cumulative Convertible Preferred Stock Nov 7, 2023 Common Stock, $0.01 par value 3.11K $169.60 See footnote F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Ownership of 10% of Series D Cumulative Convertible Preferred Stock occurred as a result of redemptions by other holders of such series of preferred stock. While the redemption date was on 10/25/23, the Reporting Persons only became aware of their percentage ownership as a result of the Issuer's filing on Form 8-K on 11/7/23. The number of shares reported hereon is the number owned after the effectiveness of redemptions by the owners of the shares which are the subject of this report.
F2 Convertible at any time. (Also redeemable for $25 plus accrued and unpaid dividends. Redemption proceeds are payable, at the option of the Issuer in cash or common stock.)
F3 Shares are owned by Steamboat Capital Partners Master Fund, LP (Master). Master has delegated investment discretion to Steamboat Capital Partners, LLC ("IA")
F4 Shares are owned by Steamboat Capital Partners II, LP (II).
F5 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 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.