Ursa Fund Management, LLC - Dec 12, 2024 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLRD)

Role
10%+ Owner
Signature
Ursa Fund Management LLC By /s/ Andrew Hahn, Managing Member
Stock symbol
WHLRD
Transactions as of
Dec 12, 2024
Transactions value $
$805,273
Form type
4
Date filed
12/16/2024, 02:59 PM
Previous filing
Dec 9, 2024
Next filing
Dec 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHLRD Series D Cummulative Preferred Other $4.35M +170K +101.62% $25.56 338K Dec 12, 2024 See Footnote F1, F2, F6
transaction WHLRD Series D Cummulative Preferred Other -$4.35M -170K -100% $25.56 0 Dec 12, 2024 See Footnote F1, F3, F6
transaction WHLRD Series D Cummulative Preferred Purchase $805K +32.1K +9.49% $25.11 370K Dec 12, 2024 See Footnote F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Andrew Hahn and Russell Douglas are the Managing Members of Ursa Fund Management LLC, who is the General Partner of Ursa Fund Partners LP, and the Investment Manager of Investment Opportunities 14 Segregated Portfolio (the "Funds"). The Funds acquired and disposed the shares as specified in Table I (Ursa Fund Partners LP acquired 202,387 shares and owns 370,000 shares following the transactions). As General Partner and Investment Manager of the Funds, Ursa Fund Management LLC, and Andrew Hahn and Russell Douglas as Managing Members of Ursa Fund Management LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Funds.
F2 These shares are held by Ursa Fund Partners LP.
F3 These shares are held by Investment Opportunities 14 Segregated Portfolio.
F4 This is the weighted average purchase price. The shares were purchased at prices ranging from $24.65 to $25.5 per share.
F5 The reporting parties will provide full information regarding the number of share purchased or sold at each separate price upon request by the US Securities and Exchange Commission staff, the issuer, or a security holder of the issuer.
F6 Ursa Fund Management LLC is the adviser to two clients, Ursa Fund Partners LP and Investment Opportunties 14 SPC. The footnoted transaction was a permitted cross-trade between the two clients.

Remarks:

After this filing, Investment Opportunities 14 Segregated Portfolio is no longer subject to Section 16 reporting.