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.