SEC Form 3 · accession 0000902664-15-002856
Wheeler Real Estate Investment Trust, Inc. · WHLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Sean F Armstrong
10% Owner
Russel S Bernard
10% Owner
WCP Real Estate Fund IV, L.P.
10% Owner
Westport Capital Partners LLC
10% Owner
Jordan S. Socaransky
10% Owner
Marc Porosoff
10% Owner
Wm. Gregory Geiger
10% Owner
Period of report
Jun 4, 2015
Accepted (ET)
Jun 15, 2015 · 4:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527541
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F4,F5 | holding | — | — | — | 2,925,000 | I | See footnotes | |
| Common Stock, par value $0.01F2,F4,F5 | holding | — | — | — | 1,325,000 | I | See footnotes | |
| Common Stock, par value $0.01F3,F4,F5 | holding | — | — | — | 2,000,000 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects 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").
- F2Reflects 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").
- F3Reflects 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.
- F4WCP 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.
- F5Each 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).