0001213900-24-059116.txt : 20240703
0001213900-24-059116.hdr.sgml : 20240703
20240703171055
ACCESSION NUMBER: 0001213900-24-059116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240701
FILED AS OF DATE: 20240703
DATE AS OF CHANGE: 20240703
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: 241100890
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: 241100895
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: 241100894
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: 241100893
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: 241100891
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: 241100892
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
2024-07-01
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
196559
I
See footnote
Common Stock
29508
I
See footnote
Common Stock
55783
I
See footnote
Common Stock
746
I
See footnote
7.00% Subordinated Convertible Notes due 2031
14.29
2031-12-31
Common Stock
1281169
18302425
I
See footnote
7.00% Subordinated Convertible Notes due 2031
14.29
2031-12-31
Common Stock
183746
2624950
I
See footnote
7.00% Subordinated Convertible Notes due 2031
14.29
2031-12-31
Common Stock
288750
4125000
I
See footnote
7.00% Subordinated Convertible Notes due 2031
14.29
2031-12-31
Common Stock
8011
114450
I
See footnote
Series D Cumulative Convertible Preferred Stock
20352
2024-07-01
4
J
0
64867
A
Common Stock
79
101189
I
See footnote
Series D Cumulative Convertible Preferred Stock
20352
2024-07-01
4
J
0
9302
A
Common Stock
11
14526
I
See footnote
Series D Cumulative Convertible Preferred Stock
20352
2024-07-01
4
J
0
14619
A
Common Stock
17
14619
I
See footnote
Series D Cumulative Convertible Preferred Stock
20352
2024-07-01
4
J
0
405
A
Common Stock
0
405
I
See footnote
Series B Convertible Preferred Stock
48000
Common Stock
310
596473
I
See footnote
Series B Convertible Preferred Stock
48000
Common Stock
44
85792
I
See footnote
Series B Convertible Preferred Stock
48000
Common Stock
70
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 $14.29 per share (1.75 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. 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.
As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, the Issuer determined that interest on the Notes payable on June 30, 2024, would be paid in the form of Series D Preferred Stock. On July 1, 2024, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .001228 shares of the Issuer's common stock (a conversion price of $20,352 per share of common stock). Series D Preferred Stock has no expiration date.
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, 2024, was determined based on a per share value equal to $17.95505, 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 the interest payment date, and (y) 0.55.
Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into .000521 shares of the Issuer's common stock (a conversion price of $48,000 per share of common stock). Series B Preferred Stock has no expiration date.
/s/ Joseph Stilwell
2024-07-03
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC
2024-07-03
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.
2024-07-03
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.
2024-07-03
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.
2024-07-03
/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.
2024-07-03