SEC Form 4 · accession 0001588047-17-000002
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
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 3:58 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 17, 2017 | J | 25,000 | $1.70 | A | 271,520 | D | |
| Common Stock | Jan 17, 2017 | J | 25,000 | $1.70 | D | 20,455 | I | Held in profit sharing plan |
| Common Stock | Aug 2, 2016 | D | 11,565 | $1.73 | A | 8,890 | I | Held in profit sharing plan |
| Common Stock | holding | — | — | — | 6,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF2 | $2.12 | holding | — | — | — | — | — | Common Stock | 47,160 | 4,000 | I |
| Series B Convertible Preferred StockF3 | $5.00 | holding | — | — | — | — | — | Common Stock | 50,000 | 10,000 | D |
| Series B Convertible Preferred StockF3 | $5.00 | holding | — | — | — | — | — | Common Stock | 20,000 | 4,000 | I |
| Common Stock WarrantsF4 | $5.50 | holding | — | — | — | — | — | Common Stock | 12,000 | 12,000 | D |
| Common Stock WarrantsF4 | $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.
- F2Each share of Series D Convertible Preferred Stock ("Series D Stock") became convertible into shares of the Company's common stock at $2.12 per share, upon completion of the Company's September 2016 and December 2016 public offerings of the Series D Stock. The Series D Stock has no expiration date.
- F3Each share of Series B Convertible Preferred Stock (the "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 Stock and common stock warrants. The Series B Stock has no expiration date.
- F4Each common stock warrant became exercisable upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and common stock warrants. The common stock warrants expire on April 29, 2019.