SEC Form 4 · accession 0001208785-18-000003
Wheeler Real Estate Investment Trust, Inc. · WHLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey M. Zwerdling
Director
Period of report
Feb 6, 2018
Accepted (ET)
Feb 6, 2018 · 5:22 pm EST
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 StockF1 | Feb 6, 2018 | A | 1,278 | $9.98 | A | 47,770 | D | |
| Common StockF2 | Feb 6, 2018 | A | 5,237 | $7.16 | A | 53,007 | D | |
| Common Stock | holding | — | — | — | 1,111 | I | Held in profit sharing plan | |
| Common Stock | holding | — | — | — | 750 | I | Owned by spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Cumulative Convertible Preferred StockF3 | $16.76 | holding | — | — | — | — | — | Common Stock | 5,896 | 4,000 | I |
| Series B Convertible Preferred StockF4 | $40.00 | holding | — | — | — | — | — | Common Stock | 2,500 | 4,000 | I |
| Series B Convertible Preferred StockF4 | $40.00 | holding | — | — | — | — | — | Common Stock | 6,250 | 10,000 | D |
| Common Stock WarrantsF5 | $44.00 | holding | — | — | — | — | — | Common Stock | 1,500 | 12,000 | D |
| Common Stock WarrantsF5 | $44.00 | holding | — | — | — | — | — | Common Stock | 600 | 4,800 | I |
Explanation of responses
- F1Granted for fourth quarter and annual board fees based upon the closing price of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock on December 29, 2017.
- F2Granted for fourth quarter and annual board fees based upon the closing price of the Company's common stock on January 12, 2018.
- F3Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") became convertible into shares of the Company's common stock at $16.76 per share upon completion of the Company's September 2016, December 2016 and January 2018 public offerings of the Series D Stock. The Series D Stock has no expiration date.
- F4Each share of Series B Convertible Preferred Stock (the "Series B Stock") became convertible into shares of the Company's common stock at $40.00 per share upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and common stock warrants. The Series B Stock has no expiration date.
- F5Each common stock warrant became exercisable at $44.00 per share upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and common stock warrants. The common stock warrants expire on April 29, 2019.