0001213900-24-001275.txt : 20240104 0001213900-24-001275.hdr.sgml : 20240104 20240104210823 ACCESSION NUMBER: 0001213900-24-001275 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Franklin Michael Andrew CENTRAL INDEX KEY: 0001697904 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514274 MAIL ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD, SUITE 200 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] ORGANIZATION NAME: 05 Real Estate & Construction 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 X0508 4 2024-01-02 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001697904 Franklin Michael Andrew 2529 VIRGINIA BEACH BLVD VIRGINIA BEACH VA 23452 0 1 0 0 CEO 0 Common Stock 435 D 7.00% Senior Subordinated Convertible Notes due 2031 0.21 2021-08-19 2031-12-31 Common Stock 124495 26725 D Series D Cumulative Convertible Preferred Stock 169.6 2024-01-02 4 J 0 123 A Common Stock 18 344 D Series B Convertible Preferred Stock 400 Common Stock 76 1223 D The 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 $0.21 per share (116.46 common shares for each $25.00 of principal amount of the Notes being converted). 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 ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. 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 that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the Securities and Exchange Commission ("SEC") on August 17, 2023, each share of Series D Preferred Stock is convertible into 0.1474 shares of the Issuer's common stock. Series D Preferred Stock has no expiration date. As disclosed in the Issuer's Form 8-K filed with the SEC on November 20, 2023, the Issuer determined that interest on the Notes payable on December 31, 2023, would be paid in the form of Series D Preferred Stock. On January 2, 2024, 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 December 31, 2021 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 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. 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 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. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on January 2, 2024, was determined based on a per share value equal to $7.561743, calculated as the product of (x) the average of the per share volume-weighted average prices for 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 that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date. In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on June 30, 2022 was determined based on a per share value equal to $2.6673845, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on January 3, 2023 was determined based on a per share value equal to $1.070872, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B 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/ M. Andrew Franklin 2024-01-04