SEC Form 4 · accession 0001557239-16-000008
Wheeler Real Estate Investment Trust, Inc. · WHLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Jon S Wheeler
Officer — CEO & Chairman · Director
Period of report
May 19, 2016
Accepted (ET)
May 20, 2016 · 12:17 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 | May 19, 2016 | P | 37,500 | $1.50 | A | 751,324 | D | |
| Common Stock | holding | — | — | — | 31,680 | I | Owned by spouse | |
| Common Stock | holding | — | — | — | 12,047 | I | Held in profit sharing plan | |
| Common Stock | holding | — | — | — | 2,572 | I | Controlled through interests in other entities | |
| Common Stock | holding | — | — | — | 1,600 | I | Held by dependent child | |
| Common Stock | holding | — | — | — | 2,950 | I | Held by trusts in the name of dependent children |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 1,584,858 | 1,584,858 | D |
| Common UnitsF2,F5,F4 | — | holding | — | — | — | — | — | Common Stock | 961 | 961 | D |
| Common UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 308,422 | 308,422 | I |
| Common UnitsF2,F5,F4 | — | holding | — | — | — | — | — | Common Stock | 22,120 | 22,120 | I |
| Common UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 3,123 | 3,123 | I |
| Common UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 31,234 | 31,234 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from prices from $1.49 to $1.51. The reporting person undertakes to provide Wheeler Real Estate Investment Trust, Inc. (the "Company"), and 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.
- F2Pursuant to the Partnership Agreement of Wheeler REIT, L.P. (the "Partnership"), holders of the Partnership, may, after a one year holding period, elect to exchange their common units for common stock of the Company on an 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.
- F3These common units have been held for one year and therefore may be redeemed in accordance with the Partnership Agreement.
- F4These derivative securities do not have an expiration date.
- F5These common units have been held for less than one year and therefore may not be currently exchanged.