| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 196,559 | I | See footnote(1) | |||||||
| Common Stock | 29,508 | I | See footnote(2) | |||||||
| Common Stock | 55,783 | I | See footnote(3) | |||||||
| Common Stock | 746 | I | See footnote(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7.00% Subordinated Convertible Notes due 2031 | $4.03(5) | (5) | 12/31/2031 | Common Stock | 4,539,001(5)(6) | $18,302,425 | I | See footnote(1) | |||||||
| 7.00% Subordinated Convertible Notes due 2031 | $4.03(5) | (5) | 12/31/2031 | Common Stock | 650,987(5)(6) | $2,624,950 | I | See footnote(2) | |||||||
| 7.00% Subordinated Convertible Notes due 2031 | $4.03(5) | (5) | 12/31/2031 | Common Stock | 1,023,000(5)(6) | $4,125,000 | I | See footnote(3) | |||||||
| 7.00% Subordinated Convertible Notes due 2031 | $4.03(5) | 08/27/2024 | P | $75,000 | (5) | 12/31/2031 | Common Stock | 18,600(5)(6) | $195,210.6(7) | $239,875 | I | See footnote(4) | |||
| Series D Cumulative Convertible Preferred Stock | $20,352(8) | (8) | (8) | Common Stock | 124(8) | 101,189 | I | See footnote(1) | |||||||
| Series D Cumulative Convertible Preferred Stock | $20,352(8) | (8) | (8) | Common Stock | 17(8) | 14,526 | I | See footnote(2) | |||||||
| Series D Cumulative Convertible Preferred Stock | $20,352(8) | (8) | (8) | Common Stock | 17(8) | 14,619 | I | See footnote(3) | |||||||
| Series D Cumulative Convertible Preferred Stock | $20,352(8) | (8) | (8) | Common Stock | 0(8) | 405 | I | See footnote(4) | |||||||
| Series B Convertible Preferred Stock | $48,000(9) | (9) | (9) | Common Stock | 310(9) | 596,473 | I | See footnote(1) | |||||||
| Series B Convertible Preferred Stock | $48,000(9) | (9) | (9) | Common Stock | 44(9) | 85,792 | I | See footnote(2) | |||||||
| Series B Convertible Preferred Stock | $48,000(9) | (9) | (9) | Common Stock | 70(9) | 134,820 | I | See footnote(3) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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 $4.03 per share (6.20 common shares for each $25.00 of principal amount of the Notes being converted). |
| 6. 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. |
| 7. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $65.0702 per $25 of aggregate principal amount. |
| 8. 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. |
| 9. 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 | 08/29/2024 | |
| /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC | 08/29/2024 | |
| /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. | 08/29/2024 | |
| /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. | 08/29/2024 | |
| /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. | 08/29/2024 | |
| /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. | 08/29/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||