0001213900-21-024685.txt : 20210505 0001213900-21-024685.hdr.sgml : 20210505 20210505160531 ACCESSION NUMBER: 0001213900-21-024685 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210503 FILED AS OF DATE: 20210505 DATE AS OF CHANGE: 20210505 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: 21893189 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: 21893188 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: 21893187 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: 21893185 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: 21893186 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 2021-05-03 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) 2021-05-03 4 S 1 124 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 124 23980 I See footnote Cash-settled Total Return Swap (obligation to buy) 2021-05-04 4 S 1 3452 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 3452 20528 I See footnote Cash-settled Total Return Swap (obligation to buy) 2021-05-03 4 S 1 18 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 18 3467 I See footnote Cash-settled Total Return Swap (obligation to buy) 2021-05-04 4 S 1 499 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 499 2968 I See footnote Cash-settled Total Return Swap (obligation to buy) 2021-05-03 4 S 1 7 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 7 1421 I See footnote Cash-settled Total Return Swap (obligation to buy) 2021-05-04 4 S 1 205 18.25 D 2022-03-01 Series D Cumulative Convertible Preferred Stock 205 1216 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 2021-05-05 /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 2021-05-05 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 2021-05-05 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P 2021-05-05 /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 2021-05-05