0001213900-24-048656.txt : 20240531 0001213900-24-048656.hdr.sgml : 20240531 20240531200727 ACCESSION NUMBER: 0001213900-24-048656 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240529 FILED AS OF DATE: 20240531 DATE AS OF CHANGE: 20240531 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: 241011586 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: 241011591 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: 241011590 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: 241011589 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: 241011587 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: 241011588 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 2024-05-29 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 982809 I See footnote Common Stock 147548 I See footnote Common Stock 278918 I See footnote Common Stock 3732 I See footnote 7.00% Subordinated Convertible Notes due 2031 2.86 2031-12-31 Common Stock 6398527 18302425 I See footnote 7.00% Subordinated Convertible Notes due 2031 2.86 2031-12-31 Common Stock 917682 2624950 I See footnote 7.00% Subordinated Convertible Notes due 2031 2.86 2031-12-31 Common Stock 1442100 4125000 I See footnote 7.00% Subordinated Convertible Notes due 2031 2.86 2024-05-29 4 P 0 3275 8318.50 A 2031-12-31 Common Stock 1144 114450 I See footnote Series D Cumulative Convertible Preferred Stock 4070.4 Common Stock 221 36322 I See footnote Series D Cumulative Convertible Preferred Stock 4070.4 Common Stock 31 5224 I See footnote Series B Convertible Preferred Stock 9600 Common Stock 1550 596473 I See footnote Series B Convertible Preferred Stock 9600 Common Stock 223 85792 I See footnote Series B Convertible Preferred Stock 9600 Common Stock 350 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. 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 $2.86 per share (8.74 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 price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $63.50 per $25 of aggregate principal amount. As disclosed in the Issuer's Form 8-K that announced the Company's one-for-24 reverse stock split, and filed with the Securities and Exchange Commission ("SEC") on May 14, 2024, each share of Series D Preferred Stock is convertible into 0.0061 shares of the Issuer's common stock. 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 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 Company's one-for-24 reverse stock split, and filed with the SEC on May 14, 2024, each share of Series B Preferred Stock is convertible into 0.0026 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 2024-05-31 /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 2024-05-31 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 2024-05-31 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 2024-05-31 /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 2024-05-31 /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 2024-05-31