Joseph Stilwell - May 29, 2024 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: May 29, 2024
Transactions value $: $3,275
Form type: 4
Date filed: 5/31/2024, 08:07 PM
Previous filing: Mar 18, 2024
Next filing: Jun 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Common Stock						983K	May 29, 2024	See footnote	F1
holding	WHLR	Common Stock						148K	May 29, 2024	See footnote	F2
holding	WHLR	Common Stock						279K	May 29, 2024	See footnote	F3
holding	WHLR	Common Stock						3.73K	May 29, 2024	See footnote	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	7.00% Subordinated Convertible Notes due 2031	Purchase	$3.28K				$114K	May 29, 2024	Common Stock	1.14K	$2.86	See footnote	F4, F5, F6, F7
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$18.3M	May 29, 2024	Common Stock	6.4M	$2.86	See footnote	F1, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$2.62M	May 29, 2024	Common Stock	918K	$2.86	See footnote	F2, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$4.13M	May 29, 2024	Common Stock	1.44M	$2.86	See footnote	F3, F5, F6
holding	WHLR	Series D Cumulative Convertible Preferred Stock						36.3K	May 29, 2024	Common Stock	221	$4,070.40	See footnote	F1, F8, F9
holding	WHLR	Series D Cumulative Convertible Preferred Stock						5.22K	May 29, 2024	Common Stock	31	$4,070.40	See footnote	F2, F8, F9
holding	WHLR	Series B Convertible Preferred Stock						596K	May 29, 2024	Common Stock	1.55K	$9,600.00	See footnote	F1, F10, F11
holding	WHLR	Series B Convertible Preferred Stock						85.8K	May 29, 2024	Common Stock	223	$9,600.00	See footnote	F2, F10, F11
holding	WHLR	Series B Convertible Preferred Stock						135K	May 29, 2024	Common Stock	350	$9,600.00	See footnote	F3, F10, F11

* 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	These securities 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.
F5	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 $2.86 per share (8.74 common shares for each $25.00 of principal amount of the Notes being converted).
F6	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.
F7	The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $63.50 per $25 of aggregate principal amount.
F8	As disclosed in the Issuer's Form 8-K that announced the Company's one-for-24 reverse stock split, and filed with the Securities and Exchange Commission ("SEC") on May 14, 2024, each share of Series D Preferred Stock is convertible into 0.0061 shares of the Issuer's common stock. Series D Preferred Stock has no expiration date.
F9	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 D Preferred Stock paid as interest on the Notes on each applicable Interest Payment Date (as defined in the Indenture) was determined based on a per share value for each share of Series D Preferred Stock, 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 each such Interest Payment Date, and (y) 0.55.
F10	As disclosed in the Issuer's Form 8-K that announced the Company's one-for-24 reverse stock split, and filed with the SEC on May 14, 2024, each share of Series B Preferred Stock is convertible into 0.0026 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date.
F11	In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on each applicable Interest Payment Date was determined based on a per share value for each share of Series B Preferred Stock, 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 each such Interest Payment Date, and (y) 0.55.