SEC Form 4 · accession 0001588047-16-000007
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
Jeffrey M. Zwerdling
Director
Period of report
Aug 2, 2016
Accepted (ET)
Aug 3, 2016 · 8:50 am 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 | Aug 2, 2016 | J | 20,820 | $1.73 | A | 231,377 | D | |
| Common StockF1 | Aug 2, 2016 | J | 20,820 | $1.73 | D | 45,455 | 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 Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock from indirect ownership (shares held in Mr. Zwerdling's profit sharing plan) to direct ownership based upon the closing price of the Company's common stock on August 2, 2016.
- F2Each share of Series B Convertible Preferred Stock ("Series B Stock") became convertible into shares of the Company's 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, 2014.