Steamboat Capital Partners, LLC - Sep 27, 2021 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
10%+ Owner
Signature
Steamboat Capital Partners, LLC
Stock symbol
WHLR
Transactions as of
Sep 27, 2021
Transactions value $
-$110,526
Form type
4
Date filed
10/6/2021, 09:35 PM
Previous filing
Jun 4, 2021
Next filing
Oct 8, 2021

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 Convertible Cumulative Preferred Stock Sale -$80.9K -4.95K -4.65% $16.33 101K Oct 4, 2021 Common Stock, $0.01 par value 7.3K $16.96 See footnote F1, F2, F3, F4, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$1.35K -126 -0.3% $10.73 42K Sep 27, 2021 Common Stock, $0.01 par value 78 $40.00 See footnote F5, F6, F7, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$4.28K -399 -0.21% $10.73 187K Sep 27, 2021 Common Stock, $0.01 par value 249 $40.00 See footnote F5, F6, F8, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$54 -5 -0.19% $10.73 2.59K Sep 27, 2021 Common Stock, $0.01 par value 3 $40.00 See footnote F5, F6, F9, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$2.02K -194 -0.46% $10.39 41.8K Oct 4, 2021 Common Stock, $0.01 par value 121 $40.00 See footnote F5, F10, F11, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$5.12K -491 -1.17% $10.43 41.3K Oct 4, 2021 Common Stock, $0.01 par value 306 $40.00 See footnote F5, F12, F13, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$16.6K -1.59K -0.85% $10.43 185K Oct 4, 2021 Common Stock, $0.01 par value 996 $40.00 See footnote F5, F12, F14, F16
transaction WHLR Series B Cumulative Preferred Stock Sale -$229 -22 -0.85% $10.43 2.57K Oct 4, 2021 Common Stock, $0.01 par value 13 $40.00 See footnote F5, F12, F15, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Convertible at any time, without expiration date.
F2 This is an average price. The price at which the shares were actually sold ranges from $16.00 to $16.60.
F3 The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
F4 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA") which accounts, after such transaction, own 101,395 shares of Series D Convertible Cumulative Preferred Stock ("Series D"). The ownership of Steamboat Capital Partners Master Fund, LP ("Master"), which has delegated investment discretion to IA and owns 328,828 shares of Series D, and Steamboat Capital Partners II, LP ("II"), which owns 4319 shares of Series D, remain unchanged.
F5 Convertible at any time without expiration, 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.
F6 This is an average price. The prices at which the shares were actually sold range from $10.70 to $10.75.
F7 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA"), which accounts, after such transaction, own 42,025 shares of Series B Cumulative Preferred Stock.
F8 The transaction was effected for Steamboat Capital Partners Master Fund, LP ("Master") which has delegated investment discretion to Steamboat Capital Partners, LLC ("IA"). After such transaction, Master owns 186,976 shares of Series B Cumulative Preferred Stock.
F9 The transaction was effected for Steamboat Capital Partners II, LP ("II") which, after such transaction, owns 2592 shares of Series B Cumulative Preferred Stock.
F10 This is an average price. The prices at which shares were actually sold range from $10.39 to $10.41.
F11 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA"), which accounts, after such transaction, own 41,831 shares of Series B Cumulative Preferred Stock.
F12 This is an average price. The prices at which shares were actually sold range from $10.39 to $10.8475.
F13 The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA") which accounts, after such transaction, own 41,340 shares of Series B Cumulative Preferred Stock.
F14 The transaction was effected for Steamboat Capital Partners Master Fund, LP ("Master") which has delegated investment discretion to Steamboat Capital Partners, LLC ("IA"). After such transaction, Master owns 185, 382 shares of Series B Cumulative Preferred Stock.
F15 The transaction was effected for Steamboat Capital Partners II, LP ("II") which, after such transaction, owns 2570 shares of Series B Cumulative Preferred Stock.
F16 Steamboat Capital Partners GP, LLC ("GP") is the general partner of, and is entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the certain accounts managed by IA and referred to in footnotes 4,7,11 and 13 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the 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 therein.

Remarks:

The series of preferred stock of Wheeler Real Estate Investment Trust, Inc. reported hereon trades under two different tickers: WHLRD and WHLRP.