Steamboat Capital Partners II Form 3 Wheeler Real Estate Investment Trust / Parsa Kiai ownership change

SEC Form 3

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^*

Steamboat Capital Partners GP, LLC

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2020

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

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series D Cumulative Convertible Preferred Stock	(1)	(1)	Common Stock, $0.01 par value	754,192(3)(5)	16.96	I	See footnote 5(5)
Series D Cumulative Convertible Preferred Stock	(1)	(1)	Common Stock, $0.01 par value	14,056(4)(5)	16.96	I	See footnote 5(5)
Series B Convertible Preferred Stock	(2)	(2)	Common Stock, $0.01 par value	238,283(3)(5)	40	I	See footnote 5(5)
Series B Convertible Preferred Stock	(2)	(2)	Common Stock, $0.01 par value	4,188(4)(5)	40	I	See footnote 5(5)

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^*

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 Master Fund, LP

(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 II LP

(Last) (First) (Middle)

420 LEXINGTON AVENUE

SUITE 2300

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

Explanation of Responses:

1. Convertible at any time.

2. 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.

3. 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).

4. Shares are owned by Steamboat Capital Partner II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B.

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. 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.

	Steamboat Capital Partners GP, LLC /s/Parsa Kiai, Managing Member	04/27/2020
	Parsa Kiai	04/27/2020
	Steamboat Capital Partners Master Fund, LP by Steamboat Capital Partners GP, LLC, its General Partner, by Parsa Kiai, Managing Member	04/27/2020
	Steamboat Capital Partners II, LP by Steamboat Capital Partners GP, LLC, its General Partner by Parsa Kiai, Managing Member	04/27/2020
	** Signature of Reporting Person	Date
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