| 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 | +462 | +95.06% | 948 | Jan 2, 2024 | Common Stock | 68 | $169.60 | Direct | F4, F5, F6, F7 | ||
| holding | WHLR | 7.00% Subordinated Convertible Notes due 2031 | $100K | Jan 2, 2024 | Common Stock | 466K | $0.21 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | 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). |
| F2 | 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 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. |
| F3 | The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021. |
| F4 | 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 Securities and Exchange Commission ("SEC") on August 17, 2023, each share of Series D Preferred Stock is convertible into 0.1474 shares of the Issuer's common stock. Series D Preferred Stock has no expiration date. |
| F5 | As disclosed in the Issuer's Form 8-K filed with the SEC on November 20, 2023, the Issuer determined that interest on the Notes payable on December 31, 2023, would be paid in the form of Series D Preferred Stock. On January 2, 2024, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, 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"). |
| F6 | 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 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. |
| F7 | In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on January 2, 2024, was determined based on a per share value equal to $7.561743, calculated as the product of (x) the average of the per share volume-weighted average prices for 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. |