SEC Form 4 · accession 0001588047-17-000007
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
May 18, 2017
Accepted (ET)
May 19, 2017 · 11:30 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 | May 18, 2017 | P | 1,000 | $9.92 | A | 39,186 | D | |
| Common StockF1 | May 18, 2017 | P | 4,000 | $9.96 | A | 43,186 | D | |
| Common StockF1 | holding | — | — | — | 1,111 | I | Held in profit sharing plan | |
| Common StockF1 | holding | — | — | — | 750 | 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 Cumulative Convertible Preferred StockF2,F1 | $16.76 | holding | — | — | — | — | — | Common Stock | 5,896 | 4,000 | I |
| Series B Convertible Preferred StockF3,F1 | $40.00 | holding | — | — | — | — | — | Common Stock | 2,500 | 4,000 | I |
| Common Stock WarrantsF4,F1 | $44.00 | holding | — | — | — | — | — | Common Stock | 1,500 | 12,000 | D |
| Common Stock WarrantsF4,F1 | $44.00 | holding | — | — | — | — | — | Common Stock | 600 | 4,800 | I |
| Series B Convertible Preferred StockF3,F1 | $40.00 | holding | — | — | — | — | — | Common Stock | 6,250 | 10,000 | D |
Explanation of responses
- F1Effective March 31, 2017, Wheeler Real Estate Investment Trust, Inc. (the "Company"), effected a one-for-eight reverse stock split of its common stock (the "Reverse Stock Split"). The amount of common stock reflected on this Form 4 has been adjusted to reflect the Reverse Stock Split.
- F2Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") became convertible into shares of the Company's common stock at $16.76 (as adjusted for the Reverse Stock Split) upon completion of the Company's September 2016 and December 2016 public offerings of 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 $40.00 per share (as adjusted for the Reverse Stock Split) upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and commons stock warrants. The Series B Stock has no expiration date.
- F4Each common stock warrant became exercisable at $44.00 per share (as adjusted for the Reverse Stock Split) 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.