Form 4 for WHLR Wheeler Real Estate Investment Trust, Inc.
Accepted 2023-09-11 00:00:00 ET · period of report 2023-09-07 · accession 0001213900-23-075751 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-09-11 | 2023-09-07 | WHLR | Kiai Parsa | 10% | S - Sale | $7.60 | -4,109 | 0 | -100% | -$31.2K |
| DMI | 2023-09-11 | 2023-09-07+ | WHLR | Kiai Parsa | 10% | S - Sale | $3.48 | -78.3K | 1,654 | -98% | -$272.8K |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, $0.01 par value | 2023-09-07 | S | D | 65 | $7.60 | 0 | I See footnote | — | — | (F1) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $7.60 to $7.63. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. |
| 2 | Common | Common Stock, $0.01 par value | 2023-09-07 | S | D | 4,044 | $7.60 | 0 | I See footnote | — | — | (F1) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $7.60 to $7.63. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. |
| 3 | Derivative | Series B Convertible Preferred Stock | 2023-09-08 | S | D | 1,589 | $1.80 | 119,320 | I See footnote | $400.00 · — to — | 99.31 Common Stock, $0.01 par value | (F10) This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $1.76 to $1.81. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 4 | Derivative | Series B Convertible Preferred Stock | 2023-09-07 | S | D | 892 | $1.75 | 1,676 | I See footnote | $400.00 · — to — | 55.75 Common Stock, $0.01 par value | (F9) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $1.65 to $1.85. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 5 | Derivative | Series B Convertible Preferred Stock | 2023-09-07 | S | D | 64,321 | $1.75 | 120,909 | I See footnote | $400.00 · — to — | 4,020.06 Common Stock, $0.01 par value | (F9) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $1.65 to $1.85. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 6 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-08 | S | D | 11 | $12.69 | 4,170 | I See footnote | $169.60 · — to — | 1.62 Common Stock, $0.01 par value | (F8) This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $12.67 to $12.70. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 7 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-08 | S | D | 850 | $12.69 | 317,464 | I See footnote | $169.60 · — to — | 125.29 Common Stock, $0.01 par value | (F8) This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $12.67 to $12.70. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 8 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-07 | S | D | 71 | $14.31 | 4,181 | I See footnote | $169.60 · — to — | 10.47 Common Stock, $0.01 par value | (F7) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $14.25 to $14.53. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 9 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-07 | S | D | 5,430 | $14.31 | 318,314 | I See footnote | $169.60 · — to — | 800.38 Common Stock, $0.01 par value | (F7) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $14.25 to $14.53. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 10 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-07 | S | D | 67 | $12.84 | 4,252 | I See footnote | $169.60 · — to — | 9.88 Common Stock, $0.01 par value | (F6) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $12.75 to $13.24. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 11 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-09-07 | S | D | 5,084 | $12.84 | 323,744 | I See footnote | $169.60 · — to — | 749.38 Common Stock, $0.01 par value | (F6) This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $12.75 to $13.24. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F2) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |
| 12 | Derivative | Series B Convertible Preferred Stock | 2023-09-08 | S | D | 22 | $1.80 | 1,654 | I See footnote | $400.00 · — to — | 1.62 Common Stock, $0.01 par value | (F10) This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $1.76 to $1.81. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. (F3) Ownership of Steamboat Capital Partners II, LP (II). (F4) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. (F5) Convertible at any time, with no expiration date. |