0001213900-21-022458.txt : 20210421
0001213900-21-022458.hdr.sgml : 20210421
20210421164733
ACCESSION NUMBER: 0001213900-21-022458
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210419
FILED AS OF DATE: 20210421
DATE AS OF CHANGE: 20210421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STILWELL JOSEPH
CENTRAL INDEX KEY: 0001113303
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 21842088
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Value LLC
CENTRAL INDEX KEY: 0001397076
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 21842087
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 2122695800
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Activist Investments, L.P.
CENTRAL INDEX KEY: 0001573720
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 21842086
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Value Partners VII, L.P.
CENTRAL INDEX KEY: 0001555931
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 21842084
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Activist Fund, L.P.
CENTRAL INDEX KEY: 0001564452
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 21842085
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wheeler Real Estate Investment Trust, Inc.
CENTRAL INDEX KEY: 0001527541
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 452681082
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: RIVERSEDGE NORTH
STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
BUSINESS PHONE: 757-627-9088
MAIL ADDRESS:
STREET 1: RIVERSEDGE NORTH
STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
4
1
ownership.xml
X0306
4
2021-04-19
0
0001527541
Wheeler Real Estate Investment Trust, Inc.
WHLR
0001113303
STILWELL JOSEPH
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
1
0
1
0
0001397076
Stilwell Value LLC
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001573720
Stilwell Activist Investments, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001564452
Stilwell Activist Fund, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001555931
Stilwell Value Partners VII, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
Common Stock
853747
I
See footnote
Common Stock
113814
I
See footnote
Common Stock
213775
I
See footnote
Series D Cumulative Convertible Preferred Stock
16.96
Common Stock
29272
19859
I
See footnote
Series D Cumulative Convertible Preferred Stock
16.96
Common Stock
7806
5296
I
See footnote
Series D Cumulative Convertible Preferred Stock
16.96
Common Stock
63067
42786
I
See footnote
Cash-settled Total Return Swap (obligation to buy)
2021-04-19
4
S
1
6210
18.25
D
2022-03-01
Series D Cumulative Convertible Preferred Stock
6210
28929
I
See footnote
Cash-settled Total Return Swap (obligation to buy)
2021-04-19
4
S
1
895
18.25
D
2022-03-01
Series D Cumulative Convertible Preferred Stock
895
4180
I
See footnote
Cash-settled Total Return Swap (obligation to buy)
2021-04-19
4
S
1
367
18.25
D
2022-03-01
Series D Cumulative Convertible Preferred Stock
367
1713
I
See footnote
These shares 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.
These shares 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.
These shares 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.
As disclosed in the Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into 1.474 shares of the Company's common stock. The Series D Stock has no expiration date.
SAI entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the "Swap Agreement"), pursuant to which it purchased certain cash-settled swaps (the "Swaps") constituting economic exposure to notional shares of Series B Convertible Preferred Stock (the "Series B Stock") and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.10 to $11.12, and the price of the Swaps for the Series D Stock ranged from $13.75 to $15.85. The Swap Agreement provides SAI with economic results that are comparable to the economic results of ownership, but does not provide SAI with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
These Swaps can be settled at any time prior to the expiration date.
SAF entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock was $11.10, and the price of the Swaps for the Series D Stock ranged from $14.75 to $15.85. The Additional Swap Agreement provides SAF with economic results that are comparable to the economic results of ownership, but does not provide SAF with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
SVP VII entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Second Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.73 to $12.88, and the price of the Swaps for the Series D Stock ranged from $14.50 to $15.50. The Second Additional Swap Agreement provides SVP VII with economic results that are comparable to the economic results of ownership, but does not provide SVP VII with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Second Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Persons.
/s/ Joseph Stilwell
2021-04-21
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC
2021-04-21
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.
2021-04-21
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P
2021-04-21
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.
2021-04-21