FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 853,747 | I | See footnote(1) | |||||||
Common Stock | 113,814 | I | See footnote(2) | |||||||
Common Stock | 213,775 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Cumulative Convertible Preferred Stock | $16.96 | 05/18/2021(10) | S | 19,859 | (4) | (4) | Common Stock | 29,272 | $18 | 0 | I | See footnote(3) | |||
Series D Cumulative Convertible Preferred Stock | $16.96 | 05/18/2021(10) | S | 5,296 | (4) | (4) | Common Stock | 7,806 | $18 | 0 | I | See footnote(2) | |||
Series D Cumulative Convertible Preferred Stock | $16.96 | 05/18/2021(10) | S | 42,786 | (4) | (4) | Common Stock | 63,067 | $18 | 0 | I | See footnote(1) | |||
Cash-settled Total Return Swap (obligation to buy) | (5) | 05/17/2021(9) | S/K | 8,422 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 8,422 | $18.25 | 10,110 | I | See footnote(5) | |||
Cash-settled Total Return Swap (obligation to buy) | (5) | 05/18/2021(9) | S/K | 3,989 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 3,989 | $18.25 | 6,121 | I | See footnote(5) | |||
Cash-settled Total Return Swap (obligation to buy) | (7) | 05/17/2021(9) | S/K | 1,214 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 1,214 | $18.25 | 1,467 | I | See footnote(7) | |||
Cash-settled Total Return Swap (obligation to buy) | (7) | 05/18/2021(9) | S/K | 575 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 575 | $18.25 | 892 | I | See footnote(7) | |||
Cash-settled Total Return Swap (obligation to buy) | (8) | 05/17/2021(9) | S/K | 498 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 498 | $18.25 | 601 | I | See footnote(8) | |||
Cash-settled Total Return Swap (obligation to buy) | (8) | 05/18/2021(9) | S/K | 236 | (6) | 03/01/2022 | Series D Cumulative Convertible Preferred Stock | 236 | $18.25 | 365 | I | See footnote(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. As disclosed in the Wheeler Real Estate Investment Trust, Inc. (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. |
5. 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. |
6. These Swaps can be settled at any time prior to the expiration date. |
7. 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. |
8. 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. |
9. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Persons. |
10. The Series D Stock was tendered to the Company in the Company's modified Dutch auction tender offer which expired on May 14, 2021. |
/s/ Joseph Stilwell | 05/19/2021 | |
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC | 05/19/2021 | |
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. | 05/19/2021 | |
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. | 05/19/2021 | |
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. | 05/19/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |