0001527541-24-000129.txt : 20240703 0001527541-24-000129.hdr.sgml : 20240703 20240703112257 ACCESSION NUMBER: 0001527541-24-000129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Campbell Kerry G. CENTRAL INDEX KEY: 0001798184 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 241098703 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] 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 wk-form4_1720020170.xml FORM 4 X0508 4 2024-07-01 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 Series D Cumulative Convertible Preferred Stock 20352 2024-07-01 4 J 0 354 A Common Stock 0 1302 D 7.00% Senior Subordinated Convertible Notes due 2031 14.29 2031-12-31 Common Stock 7000 100000 D Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible, in whole or in part, at any time, at the option of the holders thereof, into .001228 shares of the Issuer's common stock (a conversion price of $20,352 per share of common stock). As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, the Issuer determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2024, would be paid in the form of Series D Preferred Stock. On July 1, 2024, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, 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"). Series D Preferred Stock has no expiration date. 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, 2024, was determined based on a per share value equal to $17.95505, 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. 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 $14.29 per share (1.75 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 or in shares of Series D Preferred Stock, in each case as set forth in the Notes. 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. /s/ Kerry Campbell 2024-07-03