0001213900-23-098343.txt : 20231222
0001213900-23-098343.hdr.sgml : 20231222
20231222202536
ACCESSION NUMBER: 0001213900-23-098343
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231220
FILED AS OF DATE: 20231222
DATE AS OF CHANGE: 20231222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STILWELL ASSOCIATES L P
CENTRAL INDEX KEY: 0000913960
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511175
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
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511180
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511179
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511178
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511176
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35713
FILM NUMBER: 231511177
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]
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
2023-12-20
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
2023-12-20
4
P
0
185101
0.2849
A
15041309
I
See footnote
Common Stock
2023-12-21
4
P
0
138000
0.2847
A
15179309
I
See footnote
Common Stock
2023-12-20
4
P
0
134137
0.2849
A
2269886
I
See footnote
Common Stock
2023-12-21
4
P
0
62000
0.2847
A
2331886
I
See footnote
Common Stock
3359992
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.21
2021-08-19
2031-12-31
Common Stock
85015450
18249925
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.21
2021-08-19
2031-12-31
Common Stock
12228067
2624950
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.21
2021-08-19
2031-12-31
Common Stock
19215900
4125000
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.21
2031-12-31
Common Stock
516965
110975
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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 4 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.27 to $0.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 6 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.28 to $0.285. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 7 to this Form 4.
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.
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.
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 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 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/ Joseph Stilwell
2023-12-22
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC
2023-12-22
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.
2023-12-22
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.
2023-12-22
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.
2023-12-22
/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.
2023-12-22