Steamboat Capital Partners, LLC - 21 May 2021 Form 3 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
10%+ Owner
Signature
/s/ Parsa Kiai, Managing Member, Steamboat Capital Partners LLC
Issuer symbol
WHLR
Transactions as of
21 May 2021
Net transactions value
$0
Form type
3
Filing time
04 Jun 2021, 17:25:37 UTC
Next filing
06 Oct 2021
SEC
View on sec.gov

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 21 May 2021 Common Stock, $0.01 par value 484,725 $16.96 See footnote F1, F3, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 21 May 2021 Common Stock, $0.01 par value 6,366 $16.96 See footnote F1, F4, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 21 May 2021 Common Stock, $0.01 par value 58,375 $16.96 See footnote F1, F5, F6
holding WHLR Series B Convertible Preferred Stock 21 May 2021 Common Stock, $0.01 par value 117,109 $40.00 See footnote F2, F3, F6
holding WHLR Series B Convertible Preferred Stock 21 May 2021 Common Stock, $0.01 par value 1,623 $40.00 See footnote F2, F4, F6
holding WHLR Series B Convertible Preferred Stock 21 May 2021 Common Stock, $0.01 par value 7,554 $40.00 See footnote F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Convertible at any time.
F2 Convertible at any time, but subject to mandatory conversion if the 20-trading day volume-weighted average closing price of the Common stock, $0.01 par value, exceeds $58.
F3 Shares are owned by Steamboat Capital Partners Master Fund, LP (Master), which owns 328, 828 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 187,375 shares of Series B Convertible Preferred Stock (Series B). Master has delegated investment discretion to Steamboat Capital Partners, LLC (IA).
F4 Shares are owned by Steamboat Capital Partners II, LP (II) which owns 4319 shares of Series D and 2597 shares of Series B.
F5 Shares are owned by certain accounts managed by IA, which own 39,601 shares of Series D and 12,087 shares of Series B.
F6 Steamboat Capital Partners GP, LLC (GP) is the general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnote 5 (the MA). 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 and Kiai may be deemed ot have a pecuniary interest in shares owned by the MA. 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 his or its pecuniary interest.