Form 4 for WHLR Wheeler Real Estate Investment Trust, Inc.
Accepted 2023-11-09 00:00:00 ET · period of report 2023-11-07 · accession 0001213900-23-085366 · 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 | 2023-11-09 | 2023-11-07 | WHLR | Steamboat Capital Partners, LLC | 10% | S - Sale | $0.32 | -274.3K | 282.8K | -49% | -$87.8K |
| DMI | 2023-11-09 | 2023-11-07 | WHLR | Steamboat Capital Partners, LLC | 10% | S - Sale | $13.82 | -6,079 | 247.6K | -2% | -$84.0K |
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 | 2023-11-07 | S | D | 2,229 | $0.32 | 5,998 | I See footnote | — | — | (F1) The Reporting Persons ceased to be beneficial owners of more than 10% of Series D Cumulative Convertible Preferred Stock during the course of 11/7/23. This is the number of shares sold on 11/7/23, prior to such cessation, rounded up in each case. (F2) This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $0.29 to $.345. 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. (F6) Ownership of Steamboat Capital Partners II, LP (II). (F7) 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 | 2023-11-07 | S | D | 272,073 | $0.32 | 282,794 | I See footnote | — | — | (F1) The Reporting Persons ceased to be beneficial owners of more than 10% of Series D Cumulative Convertible Preferred Stock during the course of 11/7/23. This is the number of shares sold on 11/7/23, prior to such cessation, rounded up in each case. (F2) This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $0.29 to $.345. 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. (F5) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F7) 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 D Cumulative Convertible Preferred Stock | 2023-11-07 | S | D | 74 | $13.82 | 3,038 | I See footnote | $169.60 · — to — | 10 Common Stock, $0.01 par value | (F4) This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $13.81 to $13.925. 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. The shares reported on this line represent the number of shares sold on 11/7/23 before the Reporting Persons ceased to be beneficial owners of more than 10% of the Series D Cumulative Convertible Preferred Shares, rounded up in each case. (F6) Ownership of Steamboat Capital Partners II, LP (II). (F7) 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. (F3) Convertible at any time. (Also redeemable for $25 plus accrued and unpaid dividends. Redemption proceeds are payable, at the option of the Issuer, in cash or common stock.) |
| 4 | Derivative | Series D Cumulative Convertible Preferred Stock | 2023-11-07 | S | D | 6,005 | $13.82 | 247,569 | I See footnote | $169.60 · — to — | 883 Common Stock, $0.01 par value | (F4) This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $13.81 to $13.925. 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. The shares reported on this line represent the number of shares sold on 11/7/23 before the Reporting Persons ceased to be beneficial owners of more than 10% of the Series D Cumulative Convertible Preferred Shares, rounded up in each case. (F5) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). (F7) 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. (F3) Convertible at any time. (Also redeemable for $25 plus accrued and unpaid dividends. Redemption proceeds are payable, at the option of the Issuer, in cash or common stock.) |