Wheeler Real Estate Investment Trust (WHLR) Form 4 Wheeler Real Estate Investment Trust / JOSEPH STILWELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STILWELL JOSEPH

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								853,747	I	See footnote(1)
Common Stock								113,814	I	See footnote(2)
Common Stock								213,775	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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							(4)	(4)	Common Stock	5,125		8,200	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$16.96							(5)	(5)	Common Stock	29,272		19,859	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$16.96							(5)	(5)	Common Stock	7,806		5,296	I	See footnote(2)
Series D Cumulative Convertible Preferred Stock	$16.96							(5)	(5)	Common Stock	63,066		42,786	I	See footnote(1)
Cash-settled Total Return Swap (obligation to buy)	(6)							(7)	03/01/2022	Series B Convertible Preferred Stock	21,154		21,154	I	See footnote(6)
Cash-settled Total Return Swap (obligation to buy)	(6)	03/23/2021		S/K			26,171	(7)	03/01/2022	Series D Cumulative Convertible Preferred Stock	26,171	$17.7578	350,522	I	See footnote(6)
Cash-settled Total Return Swap (obligation to buy)	(6)	03/24/2021		S/K			5,231	(7)	03/01/2022	Series D Cumulative Convertible Preferred Stock	5,231	$18	345,291	I	See footnote(6)
Cash-settled Total Return Swap (obligation to buy)	(8)							(7)	03/01/2022	Series B Convertible Preferred Stock	2,559		2,559	I	See footnote(8)
Cash-settled Total Return Swap (obligation to buy)	(8)	03/23/2021		S/K			3,773	(7)	03/01/2022	Series D Cumulative Convertible Preferred Stock	3,773	$17.7578	50,533	I	See footnote(8)
Cash-settled Total Return Swap (obligation to buy)	(8)	03/24/2021		S/K			754	(7)	03/01/2022	Series D Cumulative Convertible Preferred Stock	754	$18	49,779	I	See footnote(8)
Cash-settled Total Return Swap (obligation to buy)	(9)							(7)	03/01/2022	Series B Convertible Preferred Stock	55,929		55,929	I	See footnote(9)
Cash-settled Total Return Swap (obligation to buy)	(9)	03/23/2021		S/K			125	(7)	03/01/2022	Series B Convertible Preferred Stock	125	$12	55,804	I	See footnote(9)
Cash-settled Total Return Swap (obligation to buy)	(9)							(5)	03/01/2022	Series D Cumulative Convertible Preferred Stock	22,282		22,282	I	See footnote(9)
Cash-settled Total Return Swap (obligation to buy)	(9)	03/23/2021		S/K			1,548	(7)	03/01/2022	Series D Cumulative Convertible Preferred Stock	1,548	$17.7578	20,734	I	See footnote(9)

1. Name and Address of Reporting Person^*

STILWELL JOSEPH

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stilwell Value LLC

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stilwell Activist Investments, L.P.

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stilwell Activist Fund, L.P.

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stilwell Value Partners VII, L.P.

(Last) (First) (Middle)

111 BROADWAY, 12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Explanation of Responses:

1. These shares 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.

2. These shares 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.

3. These shares 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.

4. As disclosed in Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into 0.625 shares of the Company's common stock. The Series B Stock has no expiration date.

5. As disclosed in the Company's Form 8-K filed with the SEC on April 3, 2017, each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into 1.474 shares of the Company's common stock. The Series D Stock has no expiration date.

6. SAI entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the "Swap Agreement"), pursuant to which it purchased certain cash-settled swaps (the "Swaps") constituting economic exposure to notional shares of Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.10 to $11.12, and the price of the Swaps for the Series D Stock ranged from $13.75 to $15.85. The Swap Agreement provides SAI with economic results that are comparable to the economic results of ownership, but does not provide SAI with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.

7. These Swaps can be settled at any time prior to the expiration date.

8. SAF entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock was $11.10, and the price of the Swaps for the Series D Stock ranged from $14.75 to $15.85. The Additional Swap Agreement provides SAF with economic results that are comparable to the economic results of ownership, but does not provide SAF with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.

9. SVP VII entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Second Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.73 to $12.88, and the price of the Swaps for the Series D Stock ranged from $14.50 to $15.50. The Second Additional Swap Agreement provides SVP VII with economic results that are comparable to the economic results of ownership, but does not provide SVP VII with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Second Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.

	/s/ Joseph Stilwell	03/25/2021
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	03/25/2021
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	03/25/2021
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P	03/25/2021
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	03/25/2021
	** Signature of Reporting Person	Date
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