Joseph Stilwell - Dec 20, 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: Dec 20, 2023
Transactions value $: $147,891
Form type: 4
Date filed: 12/22/2023, 08:25 PM
Previous filing: Dec 20, 2023
Next filing: Dec 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WHLR	Common Stock	Purchase	$52.7K	+185K	+1.25%	$0.28	15M	Dec 20, 2023	See footnote	F1, F4
transaction	WHLR	Common Stock	Purchase	$39.3K	+138K	+0.92%	$0.28	15.2M	Dec 21, 2023	See footnote	F1, F5
transaction	WHLR	Common Stock	Purchase	$38.2K	+134K	+6.28%	$0.28	2.27M	Dec 20, 2023	See footnote	F2, F6
transaction	WHLR	Common Stock	Purchase	$17.7K	+62K	+2.73%	$0.28	2.33M	Dec 21, 2023	See footnote	F2, F7
holding	WHLR	Common Stock						3.36M	Dec 20, 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
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$18.2M	Dec 20, 2023	Common Stock	85M	$0.21	See footnote	F1, F8, F9, F10
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$2.62M	Dec 20, 2023	Common Stock	12.2M	$0.21	See footnote	F2, F8, F9, F10
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$4.13M	Dec 20, 2023	Common Stock	19.2M	$0.21	See footnote	F3, F8, F9, F10
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$111K	Dec 20, 2023	Common Stock	517K	$0.21	See footnote	F8, F9, F11
holding	WHLR	Series B Convertible Preferred Stock						596K	Dec 20, 2023	Common Stock	37.3K	$400.00	See footnote	F1, F12, F13, F14
holding	WHLR	Series B Convertible Preferred Stock						85.8K	Dec 20, 2023	Common Stock	5.36K	$400.00	See footnote	F2, F12, F13, F14
holding	WHLR	Series B Convertible Preferred Stock						135K	Dec 20, 2023	Common Stock	8.43K	$400.00	See footnote	F3, F12, F13, F14

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

Explanation of Responses:

Id	Content
F1	These securities 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 securities 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 securities 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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 4 to this Form 4.
F5	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4.
F6	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this Form 4.
F7	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this Form 4.
F8	The Issuer's 7.00% 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 $0.21 per share (116.46 common shares for each $25.00 of principal amount of the Notes being converted).
F9	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 ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. 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.
F10	The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021.
F11	These Notes are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F12	As disclosed in the Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date.
F13	In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (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 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.
F14	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 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.