0001213900-22-051548.txt : 20220826 0001213900-22-051548.hdr.sgml : 20220826 20220826181012 ACCESSION NUMBER: 0001213900-22-051548 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220824 FILED AS OF DATE: 20220826 DATE AS OF CHANGE: 20220826 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: 221206569 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: 221206568 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: 221206567 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: 221206565 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: 221206566 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 OWNERSHIP DOCUMENT X0306 4 2022-08-24 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001113303 STILWELL JOSEPH 200 CALLE DEL SANTO CRISTO SAN JUAN PR 00901 PUERTO RICO 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 7.00% Senior Subordinated Convertible Notes due 2031 6.25 2021-08-19 2031-12-31 Common Stock 2919988 18249925 I See footnote 7.00% Senior Subordinated Convertible Notes due 2031 6.25 2021-08-19 2031-12-31 Common Stock 419992 2624950 I See footnote 7.00% Senior Subordinated Convertible Notes due 2031 6.25 2021-08-19 2031-12-31 Common Stock 660000 4125000 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 Common Stock 92699 62890 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 Common Stock 13332 9045 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 Common Stock 20952 14215 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-24 4 S 0 47511 4.32 D Common Stock 29694 191954 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-24 4 S 0 6684 4.32 D Common Stock 4177 27758 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-24 4 S 0 9462 4.32 D Common Stock 5913 44664 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-25 4 S 0 39195 3.72 D Common Stock 24496 152759 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-25 4 S 0 5787 3.72 D Common Stock 3616 21971 I See footnote Series B Convertible Preferred Stock 40.00 2022-08-25 4 S 0 10136 3.72 D Common Stock 6335 34528 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. The Issuer's 7.00% Senior Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $6.25 per share (the "Conversion Price") (4 common shares for each $25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023, holders of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Preferred Stock redeemed into shares of the Issuer's common stock. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held as of August 19, 2021. The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series D Preferred Stock is convertible into 1.474 shares of the Issuer's common stock. The Series D Preferred Stock has no expiration date. In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"), the number of shares of Series D Preferred Stock paid as interest on the Notes was determined based on a per share value equal to $7.786515, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. As disclosed in the Issuer's Form 8-K filed with the SEC on May 20, 2022, the Issuer determined that interest on the Notes payable on June 30, 2022, would be paid in the form of Series B Preferred Stock. On June 30, 2022, the Issuer issued shares of Series B Preferred Stock to (i) SAI as payment of interest with respect to the Notes held by SAI, in accordance with the terms thereof and of the Indenture, (ii) SAF as payment of interest with respect to the Notes held by SAF, in accordance with the terms thereof and the Indenture, and (iii) SVP VII as payment of interest with respect to the Notes held by SVP VII, in accordance with the terms thereof and the Indenture. This Form 4 reports the following sales of the Series B Preferred Stock: (i) on August 24, 2022, (a) SAI sold 47,511 shares at $4.32 per share, (b) SAF sold 6,684 shares at $4.32 per share, and (c) SVP VII sold 9,462 shares at $4.32 per share; and (ii) on August 25, 2022, (a) SAI sold 39,195 shares at $3.72 per share; (b) SAF sold 5,787 shares at $3.72 per share, and (c) SVP VII sold 10,136 shares at $3.72 per share. As disclosed in the Issuer's Form 8-K filed with the SEC on April 3, 2017, each share of Series B Preferred Stock is convertible into 0.625 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date. The sale price reported above has been rounded to the nearest cent. /s/ Joseph Stilwell 2022-08-26 /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 2022-08-26 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 2022-08-26 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 2022-08-26 /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 2022-08-26