SEC Form 5 · accession 0001557239-17-000001
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
Dec 31, 2016
Accepted (ET)
Jan 6, 2017 · 4:20 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 Stock | Jan 6, 2016 | J | 296 | $1.91 | A | 3,246 | I | Held by trusts in the names of dependent children |
| Common Stock | Feb 4, 2016 | J | 378 | $1.50 | A | 3,624 | I | Held by trusts in the names of dependent children |
| Common Stock | Mar 3, 2016 | J | 472 | $1.20 | A | 4,096 | I | Held by trusts in the names of dependent children |
| Common Stock | Apr 5, 2016 | J | 467 | $1.23 | A | 4,563 | I | Held by trusts in the names of dependent children |
| Common Stock | May 5, 2016 | J | 395 | $1.48 | A | 4,957 | I | Held by trusts in the names of dependent children |
| Common Stock | Jun 3, 2016 | J | 391 | $1.52 | A | 5,348 | I | Held by trusts in the names of dependent children |
| Common Stock | Jul 6, 2016 | J | 387 | $1.55 | A | 5,735 | I | Held by trusts in the names of dependent children |
| Common Stock | Aug 4, 2016 | J | 350 | $1.74 | A | 6,085 | I | Held by trusts in the names of dependent children |
| Common Stock | Sep 6, 2016 | J | 351 | $1.75 | A | 6,436 | I | Held by trusts in the names of dependent children |
| Common Stock | Oct 5, 2016 | J | 354 | $1.75 | A | 6,790 | I | Held by trusts in the names of dependent children |
| Common Stock | Nov 3, 2016 | J | 367 | $1.70 | A | 7,157 | I | Held by trusts in the names of dependent children |
| Common Stock | Dec 5, 2016 | J | 384 | $1.64 | A | 7,541 | I | Held by trusts in the names of dependent children |
| Common Stock | holding | — | — | — | 751,566 | D | ||
| Common Stock | holding | — | — | — | 49,547 | I | Held in profit sharing plan | |
| Common Stock | holding | — | — | — | 31,680 | I | Owned by spouse | |
| Common Stock | holding | — | — | — | 2,572 | I | Controlled through interests in other entities | |
| Common Stock | holding | — | — | — | 1,600 | I | Held by dependent child |
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 | 1,585,819 | 1,585,819 | D |
| Common UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 330,542 | 330,542 | I |
| Common UnitsF2,F5,F4 | — | holding | — | — | — | — | — | Common Stock | 65,292 | 65,292 | 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 trusts in the names of the dependent children of the reporting person acquired these shares of common stock under a dividend reinvestment plan, pursuant to a dividend reinvestment transaction exempt from Section 16 under Rule 16a-11.
- 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 Wheeler Real Estate Investment Trust, Inc. (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.