Statement of Changes in Beneficial Ownership (4)
November 22 2021 - 11:35AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Steamboat Capital Partners, LLC |
2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc.
[
WHLR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
31 OLD WAGON ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2021 |
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(Street)
OLD GREENWICH,, CT 06870
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Series B Convertible Preferred Stock | $40 | 11/18/2021 | | S | | | 536 | (1) | (1) | Common Stock, $0.01 par value | 335 | $8.2519 (2) | 36329 (3) | I | See footnote (3)(14) |
| Series B Convertible Preferred Stock | $40 | 11/19/2021 | | S | | | 589 | (1) | (1) | Common Stock, $0.01 par value | 368 | $8.25 | 35740 (4) | I | See footnote (4)(14) |
| Series B Convertible Preferred Stock | $40 | | | | | | | (1) | (1) | Common Stock, $0.01 par value | 0 | | 185230 (5) | I | See footnote (5)(14) |
| Series B Convertible Preferred Stock | $40 | | | | | | | (1) | (1) | Common Stock, $0.01 par value | 0 | | 2568 (6) | I | See footnote (6)(14) |
| Series D Cumulative Convertible Preferred Stock | $16.96 | 11/18/2021 | | S | | | 819 | (7) | (7) | Common Stock, $0.01 par value | 1207 | $16.3001 (8) | 89647 (9) | I | See footnote (9)(14) |
| Series D Cumulative Convertible Preferred Stock | $16.96 | 11/19/2021 | | S | | | 901 | (7) | (7) | Common Stock, $0.01 par value | 1328 | $16.0511 (10) | 88746 (11) | I | See footnote (11)(14) |
| Series D Cumulative Convertible Preferred Stock | $16.96 | | | | | | | (7) | (7) | Common Stock, $0.01 par value | 0 | | 328828 (12) | I | See footnote (12)(14) |
| Series D Cumulative Convertible Preferred Stock | $16.96 | | | | | | | (7) | (7) | Common Stock, $0.01 par value | 0 | | 4319 (13) | I | See footnote (13)(14) |
| Explanation of Responses: |
| (1) | Convertible at any time with no expiration date, but subject to mandatory conversion if the 20 trading day volume-weighted average closing price of the Common Stock, $0.01 par value, exceeds $58. |
| (2) | This is the average price. The prices at which shares were actually sold range from $8.25 to $8.26. 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. |
| (3) | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 36,329 shares of Series B Convertible Preferred Stock (Series B). |
| (4) | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 35,740 shares of Series B Convertible Preferred Stock (Series B). |
| (5) | Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B. |
| (6) | Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B. |
| (7) | Convertible at any time, with no expiration date. |
| (8) | This is the average price. The prices at which shares were actually sold range from $16.30 to $16.31. 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. |
| (9) | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 89,647 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| (10) | This is the average price. The prices at which shares were actually sold range from $16.05 to $16.06. 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. |
| (11) | The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 88,746 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| (12) | Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| (13) | Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D). |
| (14) | Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnotes 3,4, 9 and 11 (the "MA"). 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 and Kiai may be deemed to have a pecuniary interest in the shares owned by the MA. 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. |
Remarks:
The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbols for the securities in which transactions actually occurred are WHLRD and WHLRP. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Steamboat Capital Partners, LLC
31 OLD WAGON ROAD
OLD GREENWICH,, CT 06870 |
| X |
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Kiai Parsa
31 OLD WAGON ROAD
OLD GREENWICH, CT 06870 |
| X |
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Signatures
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| Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO | | 11/22/2021 |
| **Signature of Reporting Person | Date |
| Parsa Kiai by /s/Jeffrey M. Rose, as Attorney-in-fact | | 11/22/2021 |
| **Signature of Reporting Person | Date |
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