SEC Form 4 · accession 0001527541-15-000117
Wheeler Real Estate Investment Trust, Inc. · WHLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon S Wheeler
Officer — CEO & Chairman · Director
Period of report
Jun 17, 2015
Accepted (ET)
Jun 22, 2015 · 4:09 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 StockF1 | Jun 19, 2015 | P | 11,500 | $2.27 | A | 689,119 | D | |
| Common StockF2 | Jun 22, 2015 | P | 11,300 | $2.14 | A | 700,419 | D | |
| Common Stock | Jun 17, 2015 | P | 2,000 | $2.13 | A | 19,980 | I | Owned by spouse |
| Common StockF3 | Jun 22, 2015 | P | 11,700 | $2.14 | A | 31,680 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF4,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 65,823 | 65,823 | D |
| Common UnitsF4,F7,F6 | — | holding | — | — | — | — | — | Common Stock | 1,519,035 | 1,519,035 | D |
| Common UnitsF4,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 288,009 | 288,009 | I |
| Common UnitsF4,F7,F6 | — | holding | — | — | — | — | — | Common Stock | 16,576 | 16,576 | I |
| Common UnitsF4,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 3,123 | 3,123 | I |
| Common UnitsF4,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 31,234 | 31,234 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These share were purchased in multiple transactions ranging from prices from $2.14 to $2.36. The reporting person undertakes to provide Wheeler Real Estate Investment Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $2.13 to $2.15. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $2.14 to $2.15. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.
- F4Pursuant to the Partnership Agreement of Wheeler REIT, L.P. (the "Partnership"), holders of the Partnership may, after a one year holding period, may elect to exchange their common units for common stock of the Company on a one-for-one basis. Upon a redemption request, the Company has the option to purchase the common units directly, either in cash or common stock of the Company.
- F5These common units have been held for at least one year and therefore may be exchange in accordance with the Partnership Agreement.
- F6These derivative securities do not have an expiration date.
- F7These common units have been held for less than one year and therefore may not be currently exchanged.