SEC Form 4 · accession 0001588047-15-000004
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
Dec 14, 2015
Accepted (ET)
Dec 14, 2015 · 3:29 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 | Dec 14, 2015 | J | 33,725 | $0.00 | A | 199,725 | D | |
| Common Stock | Dec 14, 2015 | J | 33,725 | $0.00 | D | 66,275 | I | Held in profit sharing plan |
| Common Stock | holding | — | — | — | 6,000 | I | Held in spouse's IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2 | $5.00 | holding | — | — | — | — | — | Common Stock | 50,000 | 10,000 | D |
| Series B Convertible Preferred StockF2 | $5.00 | holding | — | — | — | — | — | Common Stock | 20,000 | 4,000 | I |
| Common Stock warrantsF3 | $5.50 | holding | — | — | — | — | — | Common Stock | 12,000 | 12,000 | D |
| Common stock warrantsF3 | $5.50 | holding | — | — | — | — | — | Common Stock | 4,800 | 4,800 | I |
Explanation of responses
- F1This transaction was a transfer of shares of common stock from indirect ownership (shares held in Mr. Zwerdling's profit sharing plan) to direct ownership.
- F2Each share of Series B Convertible Preferred Stock ("Series B Preferred Stock") became convertible into shares of Wheeler Real Estate Investment Trust, Inc. (the "Company") common stock at $5.00 per share, upon completion of the Company's April 2014 and September 2014 public offerings of Series B Preferred Stock and common stock warrants. The Series B Preferred Stock has no expiration date.
- F3Each common stock warrant became exercisable upon completion of the Company's April 2014 and September 2014 public offerings of Series B Preferred Stock and common stock warrants. The common stock warrants expire on April 29, 2019.