0001213900-23-054930.txt : 20230705
0001213900-23-054930.hdr.sgml : 20230705
20230705192608
ACCESSION NUMBER: 0001213900-23-054930
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230630
FILED AS OF DATE: 20230705
DATE AS OF CHANGE: 20230705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Campbell Kerry G.
CENTRAL INDEX KEY: 0001798184
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231071544
MAIL ADDRESS:
STREET 1: 2529 VIRGINIA BEACH BLVD.
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
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
X0407
4
2023-06-30
0
0001527541
Wheeler Real Estate Investment Trust, Inc.
WHLR
0001798184
Campbell Kerry G.
2529 VIRGINIA BEACH BLVD.
VIRGINIA BEACH
VA
23452
1
0
0
0
0
7.00% Subordinated Convertible Notes due 2031
6.25
2021-08-19
2031-12-31
Common Stock
16000
100000
D
Series D Cumulative Convertible Preferred Stock
16.96
2023-06-30
4
J
0
486
A
Common Stock
716
486
D
Issuer's 7.00% 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 by the Reporting Person.
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.
As disclosed in the Issuer's Form 8-K filed with the SEC on May 22, 2023, the Issuer determined that interest on the Notes payable on June 30, 2023, would be paid in the form of Series D Preferred Stock. On June 30, 2023, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes held by the Reporting Person, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2023, was determined based on a per share value equal to $7.19774, 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.
/s/ Kerry Campbell
2023-07-05