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