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 GP, LLC

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

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

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)
05/05/2020

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, $0.01 par value	05/05/2020		P		35,885(1)(3)	A	$1.1264(4)	0(1)(3)	I(5)	See Footnotes(5)
Common Stock, $0.01 par value	05/05/2020		P		681(2)(3)	A	$1.1264(4)	0(2)(3)	I(5)	See footnote(5)
Common Stock, $0.01 par value	05/06/2020		P		21,892(1)(3)	A	$0.9954(6)	0(1)(3)	I(5)	See footnote(5)
Common Stock, $0.01 par value	05/06/2020		P		713(2)(3)	A	$0.9954(6)	0(2)(3)	I(5)	See footnore(5)

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

1. Name and Address of Reporting Person^*

Steamboat Capital Partners GP, LLC

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Steamboat Capital Partners, LLC

(Last) (First) (Middle)

420 LEXINGTON AVE

SUITE 2300

(Street)

NY NY 10170

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kiai Parsa

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NY NY 10170

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Steamboat Capital Partners II LP

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

Explanation of Responses:

1. Shares were acquired 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).

2. Shares were acquired by Steamboat Capital Partners II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B.

3. Shares were bought to cover a short position that pre-dated becoming subject to Section 16.

4. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $1.11 to $1.15, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. 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.

6. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $0.99 to $1.00, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

	Parsa Kiai, Managing Member of Steamboat Capital Partners GP LLC	05/07/2020
	Parsa Kiai	05/07/2020
	Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners Master Fund, LP	05/07/2020
	Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners II, LP	05/07/2020
	** Signature of Reporting Person	Date
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