0000904853-24-000004.txt : 20240208
0000904853-24-000004.hdr.sgml : 20240208
20240208123204
ACCESSION NUMBER: 0000904853-24-000004
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20240208
DATE AS OF CHANGE: 20240208
GROUP MEMBERS: HOWARD AMSTER
GROUP MEMBERS: HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST # 1U/A DTD 05/20/2019
GROUP MEMBERS: HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST #3 U/A DTD 05/20/2019
GROUP MEMBERS: PLEASANT LAKE APARTMENTS LIMITED PARTNERSHIP
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88329
FILM NUMBER: 24607896
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Amster Howard
CENTRAL INDEX KEY: 0000904853
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 23811 CHAGRIN BLVD # 200
CITY: BEACHWOOD
STATE: OH
ZIP: 44122-5525
FORMER COMPANY:
FORMER CONFORMED NAME: AMSTER HOWARD
DATE OF NAME CHANGE: 19970311
SC 13D/A
1
020624.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WHEELER REAL ESTATE INVESTMENT TRUST INC.
(Name of Issuer)
SERIES D CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
963025-60-6
(CUSIP Number)
HOWARD AMSTER
290 NORTH OLIVE AVE #523
WEST PALM BEACH, FL 33401
(216)595-1047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of
1934(Act) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
297,512*
8.
SHARED VOTING POWER
297,512*
9.
SOLE DISPOSITIVE POWER
297,512*
10.
SHARED DISPOSITIVE POWER
297,512*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,512*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.54%**
14.
TYPE OF REPORTING PERSON (see instructions)
IN
*Includes: (i)157,320 shares that are owned directly by Mr. Amster;
(ii) 73,702 shares that are owned by Pleasant Lake Apartments Limited
Partnership over which Mr. Amster has sole voting and dispositive power;
(iii) 66,490 shares that are owned in the aggregate by the trusts jointly
filing herewith over which, as trustee, Mr. Amster has sole voting and
dispositive power;
**Denominator is based on the 2,577,240 shares of stock outstanding as of
February 5, 2024 as reported by the Issuer on Form 8-K as filed with the
Securities and Exchange Commission on February 6, 2024
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST #1 U/A DTD 05/20/2019
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0*
8.
SHARED VOTING POWER
34,726*
9.
SOLE DISPOSITIVE POWER
0*
10.
SHARED DISPOSITIVE POWER
34,726*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,726*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%**
14.
TYPE OF REPORTING PERSON (see instructions)
OO
*See the footnote marked with and * to the cover page for Mr. Amster
**See the footnote marked with and ** to the cover page for Mr. Amster
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST #3 U/A DTD 05/20/2019
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0*
8.
SHARED VOTING POWER
31,764*
9.
SOLE DISPOSITIVE POWER
0*
10.
SHARED DISPOSITIVE POWER
31,764
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,764*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.23%**
14.
TYPE OF REPORTING PERSON (see instructions)
WC
*See the footnote marked with an * to the cover page for Mr. Amster
**See the footnote marked with an ** to the cover page for Mr. Amster
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends the
Reporting Persons initial Schedule 13D filed on December 15, 2023, as
amended by Amendment No. 1 to Schedule 13D filed on January 25, 2024
(collectively, the Schedule 13D), with respect to the Series D Cumulative
Preferred Stock (the Preferred Stock) of Wheeler Real Estate Investment Trust
Inc., a Virginia corporation (the Issuer). Except as specifically amended by
this Amendment No. 2 and noted in the paragraph below, the Schedule 13D is
unchanged. Unless otherwise indicated, each capitalized item used but not
specifically defined herein shall have the meaning ascribed to such item
in the Schedule 13D.
Item 5. Interest In Securities of Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to
read as follows;
(a) See Items 11 and 13 of the cover pages of this Amendment No. 2,
which Items are incorporated herein by reference, for the aggregate number
of shares and percentage of the Series D Cumulative Preferred Stock identified
pursuant to Item 1 beneficially owned by each of the Reporting Persons.
(b) See items 7, 8, 9, and 10 of the cover pages to this Amendment No. 2,
which Items are incorporated herein by reference, for the aggregate number and
percentage of the shares of the Series D Cumulative Preferred Stock
beneficially owned by each of the Reporting Persons as to which there is sole
or shared power to vote or direct the vote and sole or shared power to dispose
or to direct the disposition of such shares of the Series D Cumulative
Preferred Stock.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time,
on February 7, 2024. All transactions were purchases and were conducted on the
open market. If the shares were purchased in multiple transactions on a single
trading day, the price per share reported is the weighted average price:
Date of Quantity Purchasor Aggregate Price Per
Transaction Purchased Sales Price Share
12/6/23 22600 Howard Amster 2019 CRUT 3 $321,091.48 $14.21
12/7/23 9400 Howard Amster 2019 CRUT 1 $133,901.60 $14.24
12/12/23 25326 Howard Amster 2019 CRUT 1 $354,517.32 $14.00
01/08/24 5000 Howard Amster $69,031.50 $13.81
01/09/24 12700 Howard Amster $179,143.81 $14.11
01/10/24 3600 Howard Amster $51,871.14 $14.41
01/11/24 2600 Howard Amster $37,237.50 $14.32
01/22/24 5500 Howard Amster $76,314.30 $13.88
01/23/24 11500 Howard Amster $162,530.25 $14.13
01/30/24 8002 Howard Amster $115,375.53 $14.42
02/02/24 12584 Howard Amster $184,256.39 $14.64
02/05/24 23023 Howard Amster $332,983.19 $14.46
02/06/24 15000 Howard Amster $225,071.00 $15.00
(d) Other than the Reporting Persons, no other person is known by the
Reporting Persons to have the right to receive or direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Series D
Cumulative Preferred Stock of the Issuer beneficially owned by the Reporting
Persons.
(e) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
HOWARD AMSTER
/s/ Howard Amster
Date: February 8, 2024
HOWARD AMSTER 2019 Charitable Remainder Unitrust 1 U/A DTD 05/20/2019
By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: February 8, 2024
HOWARD AMSTER 2019 Charitable Remainder Unitrust 3 U/A DTD 05/20/2019
By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: February 8, 2024
PLEASANT LAKE APARTMENTS Limited Partnership
By: /s/ Howard Amster
Name: Howard Amster
Title: President, Pleasant Lake Apartments Corp., General Partner
Date: February 8, 2024