| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/04/2015 | 3. Issuer Name and Ticker or Trading Symbol Wheeler Real Estate Investment Trust, Inc. [ WHLR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.01 | 2,925,000(1) | I | See footnotes(4)(5) |
| Common Stock, par value $0.01 | 1,325,000(2) | I | See footnotes(4)(5) |
| Common Stock, par value $0.01 | 2,000,000(3) | I | See footnotes(4)(5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects shares of Common Stock, par value $0.01 ("Common Stock") directly held by WCP Real Estate Fund IV, L.P., a Delaware limited partnership ("WCP IV"). |
| 2. Reflects shares of Common Stock directly held by WCP Real Estate Fund IV (ERISA), L.P. ("WCP IV (ERISA)" together with WCP IV, the "WCP Funds"). |
| 3. Reflects shares of Common Stock directly held in certain managed accounts (the "Managed Accounts") for which Westport Capital Partners LLC ("WCP LLC") serves as investment manager. |
| 4. WCP LLC serves as investment manager to each of the WCP Funds and the Managed Accounts. Messrs. Russel S. Bernard, Sean F. Armstrong, Wm. Gregory Geiger, Jordan S. Socaransky and Marc Porosoff are the members of the investment committee of WCP LLC and may be deemed to share beneficial ownership over the shares that may be deemed to be beneficially owned by WCP LLC. |
| 5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 24.1 Power of Attorney of Russel S. Bernard (incorporated herein by reference to Exhibit 6 to the statement on Schedule 13D filed by the Reporting Person with the Securities & Exchange Commisison on Juune 15, 2015 (the "Schedule 13D")). Exhibit 24.2 Power of Attorney of Sean F. Armstrong (incorporated herein by reference to Exhibit 7 to the Schedule 13D). Exhibit 24.3 Power of Attorney of Wm. Gregory Geiger (incorporated herein by reference to Exhibit 8 to the Schedule 13D). Exhibit 24.4 Power of Attorney of Jordan S. Socaransky (incorporated herein by reference to Exhibit 9 to the s Schedule 13D). |
| /s/ WESTPORT CAPITAL PARTNERS LLC, By: Marc Porosoff, Principal and General Counsel | 06/15/2015 | |
| /s/ WCP REAL ESTATE FUND IV, L.P., By: Westport Capital Partners LLC, its Investment Manager By: Marc Porosoff, Principal and General Counsel | 06/15/2015 | |
| /s/ WCP REAL ESTATE FUND IV (ERISA), L.P., By: Westport Capital Partners LLC, its Investment Manager, By: Marc Porosoff, Principal and General Counsel | 06/15/2015 | |
| /s/ WM. GREGORY GEIGER, By: Marc Porosoff, Attorney-in-Fact | 06/15/2015 | |
| /s/ JORDAN S. SOCARANSKY, By: Marc Porosoff, Attorney-in-Fact | 06/15/2015 | |
| /s/ Marc Porosoff | 06/15/2015 | |
| /s/ RUSSEL S. BERNARD, By: Marc Porosoff, Attorney-in-Fact | 06/15/2015 | |
| /s/ SEAN F. ARMSTRONG, By: Marc Porosoff, Attorney-in-Fact | 06/15/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
