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Stilwell Associates, L.P. 4

Accession 0001213900-25-111485

CIK 0001527541other

View on SEC.gov Company Profile

Filed

Nov 16, 7:00 PM ET

Accepted

Nov 17, 3:06 PM ET

Size

36.6 KB

Accession

0001213900-25-111485

Insider Transaction Report

Form 4

Period: 2025-11-13

Wheeler Real Estate Investment Trust, Inc.WHLR

Stilwell Joseph

Director10% Owner

Transactions

Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)
Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)

Holdings

7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Common Stock
(indirect: See footnote)
87,843
Common Stock
(indirect: See footnote)
17,680
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
161
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Stilwell Value Partners VII, L.P.

10% Owner

Transactions

Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)
Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)

Holdings

7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
87,843
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158

Stilwell Associates, L.P.

10% Owner

Transactions

Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)
Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)

Holdings

Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
87,843
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175

Stilwell Activist Investments, L.P.

10% Owner

Transactions

Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)
Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)

Holdings

Common Stock
(indirect: See footnote)
87,843
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161

Stilwell Activist Fund, L.P.

10% Owner

Transactions

Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)
Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)

Holdings

Common Stock
(indirect: See footnote)
87,843
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Stilwell Value LLC

10% Owner

Transactions

Sale
7.00% Subordinated Convertible Notes due 2031
2025-11-13$6403672.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,147,897 underlying)
Purchase
7.00% Subordinated Convertible Notes due 2031
2025-11-13$1000000.00/sh(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (179,359 underlying)

Holdings

Common Stock
(indirect: See footnote)
87,843
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
91,278
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Footnotes (10)

[F1]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.
[F10]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 0.0000001 shares of the Issuer's common stock (a conversion price of $201,600,000 per share of common stock). Series B Preferred Stock has no expiration date.
[F2]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.
[F3]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.
[F4]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.
[F5]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 $1.742315 per share (14.348723 common shares for each $25.00 of principal amount of the Notes being converted).
[F6]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.
[F7]The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $80.0459 per $25.00 of aggregate principal amount.
[F8]The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $80.00 per $25.00 of aggregate principal amount.
[F9]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 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock). Series D Preferred Stock has no expiration date.

Documents

1 file

4
ownership.xmlPrimary

Issuer

Wheeler Real Estate Investment Trust, Inc.

CIK 0001527541

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0000913960

Filing Metadata

Form type: 4
Filed: Nov 16, 7:00 PM ET
Accepted: Nov 17, 3:06 PM ET
Size: 36.6 KB

View on SEC.gov