Stilwell Joseph - 01 Jul 2024 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
Director, 10%+ Owner
Signature
/s/ Joseph Stilwell
Issuer symbol
WHLR
Transactions as of
01 Jul 2024
Net transactions value
$0
Form type
4
Filing time
03 Jul 2024, 17:10:55 UTC
Previous filing
02 Jul 2024
Next filing
03 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 196,559 01 Jul 2024 See footnote F1
holding WHLR Common Stock 29,508 01 Jul 2024 See footnote F2
holding WHLR Common Stock 55,783 01 Jul 2024 See footnote F3
holding WHLR Common Stock 746 01 Jul 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 Series D Cumulative Convertible Preferred Stock Other +64,867 +179% 101,189 01 Jul 2024 Common Stock 79 $20352.00 See footnote F1, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +9,302 +178% 14,526 01 Jul 2024 Common Stock 11 $20352.00 See footnote F2, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +14,619 14,619 01 Jul 2024 Common Stock 17 $20352.00 See footnote F3, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +405 405 01 Jul 2024 Common Stock 0 $20352.00 See footnote F4, F7, F8, F9
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $18,302,425 01 Jul 2024 Common Stock 1,281,169 $14.29 See footnote F1, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2,624,950 01 Jul 2024 Common Stock 183,746 $14.29 See footnote F2, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $4,125,000 01 Jul 2024 Common Stock 288,750 $14.29 See footnote F3, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $114,450 01 Jul 2024 Common Stock 8,011 $14.29 See footnote F4, F5, F6
holding WHLR Series B Convertible Preferred Stock 596,473 01 Jul 2024 Common Stock 310 $48000.00 See footnote F1, F10
holding WHLR Series B Convertible Preferred Stock 85,792 01 Jul 2024 Common Stock 44 $48000.00 See footnote F2, F10
holding WHLR Series B Convertible Preferred Stock 134,820 01 Jul 2024 Common Stock 70 $48000.00 See footnote F3, F10
* 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 $14.29 per share (1.75 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. 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 As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, the Issuer determined that interest on the Notes payable on June 30, 2024, would be paid in the form of Series D Preferred Stock. On July 1, 2024, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, 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").
F8 Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .001228 shares of the Issuer's common stock (a conversion price of $20,352 per share of common stock). Series D Preferred Stock has no expiration date.
F9 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, 2024, was determined based on a per share value equal to $17.95505, 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.
F10 Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .000521 shares of the Issuer's common stock (a conversion price of $48,000 per share of common stock). Series B Preferred Stock has no expiration date.