0001213900-24-011263.txt : 20240207
0001213900-24-011263.hdr.sgml : 20240207
20240207205825
ACCESSION NUMBER: 0001213900-24-011263
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240205
FILED AS OF DATE: 20240207
DATE AS OF CHANGE: 20240207
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: 24606552
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: 24606557
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: 24606556
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: 24606555
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: 24606553
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: 24606554
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
2024-02-05
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
2024-02-05
4
C
0
8408192
A
23587501
I
See footnote
Common Stock
2024-02-05
4
C
0
1209328
A
3541214
I
See footnote
Common Stock
2024-02-05
4
C
0
3334078
A
6694070
I
See footnote
Common Stock
2024-02-05
4
C
0
89586
A
89586
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.12
2021-08-19
2031-12-31
Common Stock
153182570
18249925
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.12
2021-08-19
2031-12-31
Common Stock
22032780
2624950
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.12
2021-08-19
2031-12-31
Common Stock
34623600
4125000
I
See footnote
7.00% Subordinated Convertible Notes due 2031
0.12
2031-12-31
Common Stock
931479
110975
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.6
2024-02-05
4
C
0
48148
D
Common Stock
7097
36322
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.6
2024-02-05
4
C
0
6925
D
Common Stock
1020
5224
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.6
2024-02-05
4
C
0
19092
D
Common Stock
2814
0
I
See footnote
Series D Cumulative Convertible Preferred Stock
169.6
2024-02-05
4
C
0
513
D
Common Stock
75
0
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.
These securities 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.
Represents shares of the Issuer's common stock that were acquired as a result of the Issuer settling redemption requests for the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") in shares of the Issuer's common stock. The redemption price for each share of Series D Preferred Stock was approximately $37.83 ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date). The number of shares of common stock issued upon redemption of Series D Preferred Stock was based on a common stock price of $0.22, which was the volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of common stock for the ten consecutive trading days immediately preceding, but not including, the redemption date.
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 $0.12 per share (209.84 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 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.
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. Series D Preferred Stock has no expiration date.
Disposition was as a result of the redemption of Series D Preferred Stock, which was settled in shares of the Issuer's common stock at a redemption price of approximately $37.83 per share of Series D Preferred Stock ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption 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 each applicable Interest Payment Date (as defined in the Indenture) was determined based on a per share value for each share of Series D Preferred Stock, 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 each such 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. 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 each applicable Interest Payment Date was determined based on a per share value for each share of Series B Preferred Stock, 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 each such Interest Payment Date, and (y) 0.55.
/s/ Joseph Stilwell
2024-02-07
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC
2024-02-07
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.
2024-02-07
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.
2024-02-07
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.
2024-02-07
/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.
2024-02-07