Steamboat Capital Partners GP, LLC 3

Accession 0001766020-20-000001

CIK 0001527541other

Filed

Apr 26, 8:00 PM ET

Accepted

Apr 27, 11:22 AM ET

Size

14.5 KB

Accession

0001766020-20-000001

Form 3

Period: 2020-04-15

10% Owner

Holdings

Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (4,188 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (238,283 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (754,192 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (14,056 underlying)

10% Owner

Holdings

Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (14,056 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (238,283 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (4,188 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (754,192 underlying)

10% Owner

Holdings

Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (4,188 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (754,192 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (14,056 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (238,283 underlying)

10% Owner

Holdings

Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (14,056 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (238,283 underlying)
Series B Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $40.00→ Common Stock, $0.01 par value (4,188 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote 5)
Exercise: $16.96→ Common Stock, $0.01 par value (754,192 underlying)

Footnotes (5)

[F1]Convertible at any time.
[F2]Convertible at any time, 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.
[F3]Shares are owned by Steamboat Capital Partners Master Fund, LP (Master) which owns 511,644 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 381,253 shares of Series B Convertible Preferred Stock (Series B).
[F4]Shares are owned by Steamboat Capital Partner II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B.
[F5]Steamboat Capital Partners GP, LLC (GP) is general partner of, and receives a performance allocation from, each of Master and II. Parsa Kiai (Kiai) is the Managing Member of GP. Accordingly, GP and Kiai may be deemed to have a pecuniary interest in shares owned by Master and II. GP, Master, Kiai and II 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 pecuniary interest therein. The Common Stock into which the shares are convertible is limited so that no person or group under Sec. 13(d)(3) of the Exchange Act may own more than 9.8% of the Common Stock.

Documents

1 file

Wheeler Real Estate Investment Trust, Inc.

CIK 0001527541

Entity typeother

IncorporatedDE