Wheeler Real Estate Investment Trust (WHLR) Form 4 Wheeler Real Estate Investment Trust / Parsa Kiai 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^*

Steamboat Capital Partners, LLC

(Last) (First) (Middle)

31 OLD WAGON ROAD

(Street)

OLD GREENWICH, CT 06870

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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

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	12/07/2021		S			480	(1)	(1)	Common Stock, $0.01 par value	300	$7.2052(2)	29,652(3)	I	See footnote(3)(13)
Series B Convertible Preferred Stock	$40							(1)	(1)	Common Stock, $0.01 par value	0		185,230(4)	I	See footnote(4)(13)
Series B Convertible Preferred Stock	$40							(1)	(1)	Common Stock, $0.01 par value	0		2,568(5)	I	See footnote(5)(13)
Series D Cumulative Convertible Preferred Stock	$16.96	12/07/2021		S			2,700	(6)	(6)	Common Stock, $0.01 par value	3,980	$15.4463(7)	73,038(8)	I	See footnote(8)(13)
Series D Cumulative Convertible Preferred Stock	$16.96	12/08/2021		S			2,700	(6)	(6)	Common Stock, $0.01 par value	3,980	$15.0477(9)	70,338(10)	I	See footnote(10)(13)
Series D Cumulative Convertible Preferred Stock	$16.96							(6)	(6)	Common Stock, $0.01 par value	0		328,828(11)	I	See footnote(11)(13)
Series D Cumulative Convertible Preferred Stock	$16.96							(6)	(6)	Common Stock, $0.01 par value	0		4,319(12)	I	See footnote(12)(13)

1. Name and Address of Reporting Person^*

Steamboat Capital Partners, LLC

(Last) (First) (Middle)

31 OLD WAGON ROAD

(Street)

OLD GREENWICH, CT 06870

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kiai Parsa

(Last) (First) (Middle)

31 OLD WAGON ROAD

(Street)

OLD GREENWICH, CT 06870

(City) (State) (Zip)

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 $7.15 to $7.25. 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 the indicated number of shares of Series B Convertible Preferred Stock (Series B).

4. 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.

5. Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.

6. Convertible at any time, with no expiration date.

7. This is the average price. The prices at which shares were actually sold range from $15.40 to $15.45. 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.

8. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series D Cumulative Convertible Preferred Stock (Series D).

9. This is the average price. The prices at which shares were actually sold range from $15.00 to $15.21. 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.

10. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series D Cumulative Convertible Preferred Stock (Series D).

11. 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).

12. Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).

13. 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 3,8 and 10 (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.

	Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO	12/09/2021
	/Parsa Kiai by /s/Jeffrey M. Rose, as Attorney-in-fact	12/09/2021
	** Signature of Reporting Person	Date
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