0001213900-23-080715.txt : 20230928
0001213900-23-080715.hdr.sgml : 20230928
20230928214420
ACCESSION NUMBER: 0001213900-23-080715
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230926
FILED AS OF DATE: 20230928
DATE AS OF CHANGE: 20230928
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STILWELL ASSOCIATES L P
CENTRAL INDEX KEY: 0000913960
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291587
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STILWELL JOSEPH
CENTRAL INDEX KEY: 0001113303
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291592
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Value LLC
CENTRAL INDEX KEY: 0001397076
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291591
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 2122695800
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Activist Investments, L.P.
CENTRAL INDEX KEY: 0001573720
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291590
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Value Partners VII, L.P.
CENTRAL INDEX KEY: 0001555931
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291588
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stilwell Activist Fund, L.P.
CENTRAL INDEX KEY: 0001564452
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231291589
BUSINESS ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
BUSINESS PHONE: 212-269-5800
MAIL ADDRESS:
STREET 1: 111 BROADWAY
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10006
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
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ownership.xml
X0508
4
2023-09-26
0
0001527541
Wheeler Real Estate Investment Trust, Inc.
WHLR
0001113303
STILWELL JOSEPH
200 CALLE DEL SANTO CRISTO
SAN JUAN
PR
00901
PUERTO RICO
1
0
1
0
0001397076
Stilwell Value LLC
111 BROADWAY, 12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001573720
Stilwell Activist Investments, L.P.
111 BROADWAY
12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001564452
Stilwell Activist Fund, L.P.
111 BROADWAY
12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0001555931
Stilwell Value Partners VII, L.P.
111 BROADWAY
12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0000913960
STILWELL ASSOCIATES L P
111 BROADWAY
12TH FLOOR
NEW YORK
NY
10006
0
0
1
0
0
Common Stock
85374
I
See footnote
Common Stock
11381
I
See footnote
Common Stock
21377
I
See footnote
7.00% Subordinated Convertible Notes due 2031
62.50
2021-08-19
2031-12-31
Common Stock
291998
18249925
I
See footnote
7.00% Subordinated Convertible Notes due 2031
62.50
2021-08-19
2031-12-31
Common Stock
41999
2624950
I
See footnote
7.00% Subordinated Convertible Notes due 2031
62.50
2021-08-19
2031-12-31
Common Stock
66000
4125000
I
See footnote
7.00% Subordinated Convertible Notes due 2031
62.50
2023-09-26
4
P
0
33450
68893
A
2031-12-31
Common Stock
535
33450
I
See footnote
7.00% Subordinated Convertible Notes due 2031
62.50
2023-09-27
4
P
0
52500
112266
A
2031-12-31
Common Stock
840
85950
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.60
Common Stock
22350
151632
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.60
Common Stock
3214
21808
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.60
Common Stock
5051
34273
I
See footnote
Series B Convertible Preferred Stock
400
Common Stock
37279
596473
I
See footnote
Series B Convertible Preferred Stock
400
Common Stock
5362
85792
I
See footnote
Series B Convertible Preferred Stock
400
Common Stock
8426
134820
I
See footnote
These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
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 $62.50 per share (the "Conversion Price") (0.4 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.
These Notes are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $51.49 per $25 of aggregate principal amount.
The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $53.46 per $25 of aggregate principal amount.
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. The Series D Preferred Stock has no expiration date.
In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (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 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.
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.
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. The 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 the 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 the 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/ Joseph Stilwell
2023-09-28
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC
2023-09-28
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.
2023-09-28
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.
2023-09-28
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.
2023-09-28
/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.
2023-09-28