Under the Securities Exchange Act of 1934
(Amendment No. __)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Steamboat Capital Partners, LLC 45-5206506
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
1,216,664
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
1,323,044
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,323,044
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.0%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IA; OO
|
*See Item
5 for information regarding the effect of blocker provisions.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Parsa Kiai
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
1,216,664
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
1,323,044
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,323,044
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.0%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
HC; IN
|
*See Item
5 for information regarding the effect of blocker provisions.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Steamboat Capital Partners GP, LLC 45-5206609
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
1,010,742
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
1,010,742
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,010,742
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
9.4%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO;HC
|
*See Item
5 for information regarding the effect of blocker provisions.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Steamboat Capital Partners Master Fund, LP 98-1411780
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
992,497
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
992,497
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
992,497
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
9.3%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
*See Item
5 for information regarding the effect of blocker provisions.
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Steamboat Capital Partners II, LP 61-1874416
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
18,245
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
18,245
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
18,245
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.2%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
*See Item
5 for information regarding the effect of blocker provisions.
Item
1.
|
Security
and Issuer
|
This
statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Wheeler Real Estate Investment
Trust, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452.
|
Item
2.
|
Identity
and Background
|
|
(a)
|
This
Schedule 13G is being jointly filed by (i) Steamboat Capital Partners LLC (“IA”),
(ii) Steamboat Capital Partners GP, LLC (“GP”), (iii) Parsa Kiai, (iv) Steamboat
Capital Partners Master Fund, LP (“Master”) and (v) Steamboat Capital Partners
II, LP (“Partners II”). The foregoing are each referred to as a “Reporting
Person” and collectively referred to as the “Reporting Persons”.
|
|
(b)
|
The
address of the principal business office of each of the Reporting Persons other than
Master is 420 Lexington Avenue, Suite 2300, New York, NY 10170. The address of the principal
business office of Master is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands,
KY1-9005.
|
|
(c)
|
IA
provides investment advisory and management services and acts as portfolio manager for
Master, Partners II and other entities owning shares of the Issuer. The principal occupation
of Mr. Kiai is serving as managing member of IA. GP is the general partner of each of
Master and Partners II. Master and Partner II are private investment funds.
|
|
(d)
|
No
Reporting Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(e)
|
No
Reporting Person, has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
|
|
(f)
|
IA,
GP and Partners II are each organized under the laws of Delaware. Mr. Kiai is a citizen
of the United States. Master is organized under the laws of the Cayman Islands.
|
|
Item
3.
|
Source
and Amount of Funds or Other Considerations
|
The
Shares as to which this report on Schedule 13D is being filed were purchased by clients of IA (including Master and Partners II)
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases. The aggregate purchase price for the Shares beneficially owned by Master was approximately $10,782,996,
exclusive of brokerage commissions. The aggregate purchase price for the Shares beneficially owned by Partners II was approximately
$196,331, exclusive of brokerage commissions. The aggregate purchase price for the Shares beneficially owned by GP was approximately
$10,979,327, exclusive of brokerage commissions. The aggregate purchase price for the Shares beneficially owned by IA and Kiai
was approximately $13,950,502, exclusive of brokerage commissions.
|
Item
4.
|
Purpose
of Transaction
|
The
Reporting Persons purchased the Shares as to which this report on Schedule 13D is being filed based on the Reporting Persons’
belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
On June 24, 2020, IA
sent to the Board of Directors of the Issuer via email the letter attached hereto as Exhibit 99.2, requesting that a meeting be
called to elect directors to represent the Series D Preferred Shareholders and indicating that IA had suggested potential candidates
for the issuer to nominate to fill those seats. Neither of the potential candidates is affiliated with the Reporting Persons.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including board structure (including
board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, or suggestions for improving the Issuer’s
financial and/or operational performance. The Reporting Persons may purchase additional Shares, sell some or all of their Shares,
engage in hedging or similar transactions with respect to the Shares, or change their intention with respect to any and all matters
referred to in this Item 4.
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a)
|
IA (as the portfolio manager for its clients,
including Master and Partners II), Mr. Kiai (as the managing member of IA), GP (as the general partners of Master and Partners
II), Master and Partners II may be deemed to be the beneficial owner of the number and percentage of Shares set forth on the cover
page of this Schedule 13D on which they are respectively named. As the securities actually owned are shares of preferred stock
convertible into common stock, the percentages contained herein are computed in accordance with Rule 13d-3. The aggregate percentage
of Shares reported owned by each person named herein is based upon 9,694,284 Shares
outstanding, as of May 11, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the SEC May 12, 2020.
The securities actually owned
are set forth below. IA and Kiai have the power to vote 631,515 shares of Series D Cumulative Convertible Preferred Stock of the
Issuer and dispose of 694,096 shares of Series D Cumulative Convertible Preferred Stock of the Issuer and vote 457,198 shares of
Series B Convertible Preferred Stock of the Issuer and dispose of 479,805 of Series B Convertible Preferred Stock of the Issuer.
GP has the power to vote and dispose of 521,180 shares of Series D Cumulative Convertible Preferred Stock of the Issuer and 387,955
shares of Series B Convertible Preferred Stock of the Issuer. Master has the power to vote and dispose of 511,644 shares of Series
D Cumulative Convertible Preferred Stock of the Issuer and 381,253 shares of Series B Convertible Preferred Stock of the Issuer.
Partners II has the power to vote and dispose of 9,536 shares of Series D Cumulative Convertible Preferred Stock of the Issuer
and 6,702 shares of Series B Convertible Preferred Stock of the Issuer.
|
This
filing is made on the basis that IA, Parsa Kiai, GP, Master and Partners II do not constitute a group for purposes of Section
13d of the Securities Exchange Act of 1934, as amended. In the event that one or more of such entities were deemed to be a group
for purposes of Section 13d-3, the ability of the entities deemed to be a part of such group to convert the non-voting convertible
preferred shares they own into shares of the subject class would be limited by the provisions of the charter of the issuer such
that no such group could convert securities into more than 9.8% of the issuer’s common stock (including shares of common
stock owned by such group).
|
(b)
|
Each
of the Reporting Persons have the power to vote or direct the vote and dispose of or
direct the disposition of the number and percentage of Shares indicated on the cover
page of this Schedule 13D on which they are respectively named.
|
|
(c)
|
Transactions
by the Reporting Persons (on behalf of clients of IA, including Partners II and Master)
within the past sixty days (as of 8:00 AM on July 6, 2020), are set forth on Schedule
5.
|
|
(d)
|
Clients
of IA, including Masters and Partners II, own the Shares which are the subject of this
Schedule 13D and have the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
|
The
filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons are, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that
he or it does not directly own.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
Reporting Persons are party to a Joint Filing Agreement, attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons
have jointly agreed to file this Schedule 13D. The Reporting Persons have sold an aggregate of 558,715 Shares short and
under certain circumstances may be required to repurchase them.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
July 6, 2020
/s/
Parsa Kiai
Parsa
Kiai
Steamboat
Capital Partners, LLC
By:
/s/ Parsa Kiai, Managing Member
Steamboat
Capital Partners GP, LLC
By:
/s/ Parsa Kiai, Managing Member
Steamboat
Capital Partners Master Fund, LP
By:
Steamboat Capital Partners GP, LLC, Its General Partner
By:
/s/ Parsa Kiai, Managing Member
Steamboat
Capital Partners II, LP
By:
Steamboat Capital Partners GP, LLC, Its General Partner
By:
/s/ Parsa Kiai, Managing Member
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Schedule
5
Transactions
in the Shares of the Issuer During the Last 60 Days
The following tables
set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons on behalf of clients of IA. All
such transactions were effected in the open market through brokers and the price per share excludes commissions. Where a price
range is provided in the column Price Range ($), the price reported in that row’s column Price Per Share ($) is
a weighted average price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in
the column Price Range ($). The transactions reported hereon include transaction in Shares and transactions in Series B Convertible
Preferred Stock of the Issuer convertible into Shares. Transactions in Series B Convertible Preferred Stock are indicated by an
asterisk next to the date and the number of underlying Shares into which such shares could be converted are indicated after the
slash in the Shares Purchased (Sold) column. The Reporting Person will undertake to provide to the staff of the SEC, upon request,
full information regarding the number of Shares sold at each separate price by such Reporting Person.
Trade Date
|
|
Shares
Purchased
(Sold)
|
|
Price per
Share ($)
|
|
Price
Range ($)
|
|
|
|
|
|
|
|
Transactions by Master
|
|
5/5/2020
|
|
35,885
|
|
1.1264
|
|
1.11-1.15
|
5/6/2020
|
|
21,892
|
|
0.9954
|
|
0.99-1
|
5/13/2020
|
|
8,239
|
|
1.0937
|
|
1.08-1.1
|
|
|
|
|
|
|
|
Transactions by Partners II
|
|
5/5/2020
|
|
681
|
|
1.1264
|
|
1.11-1.15
|
5/6/2020
|
|
416
|
|
0.9954
|
|
0.99-1
|
5/13/2020
|
|
156
|
|
1.0937
|
|
1.08-1.1
|
|
|
|
|
|
|
|
Transactions by IA on behalf of clients other than Master and Partners II
|
|
5/5/2020
|
|
11,917
|
|
1.1264
|
|
1.11-1.15
|
5/6/2020
|
|
7,270
|
|
0.9954
|
|
0.99-1
|
5/13/2020
|
|
2,736
|
|
1.0937
|
|
1.08-1.1
|
5/20/2020
|
|
2,702
|
|
1.4798
|
|
1.44-1.53
|
5/21/2020
|
|
1,271
|
|
1.3386
|
|
1.28-1.38
|
5/22/2020
|
|
455
|
|
1.3047
|
|
1.27-1.35
|
5/26/2020
|
|
1,541
|
|
1.429
|
|
1.35-1.48
|
5/27/2020
|
|
4,247
|
|
1.3995
|
|
1.37-1.43
|
6/2/2020
|
|
6,339
|
|
1.4492
|
|
1.4-1.47
|
6/3/2020
|
|
2,863
|
|
1.4527
|
|
1.4-1.48
|
6/4/2020
|
|
4,157
|
|
1.6394
|
|
1.57-1.65
|
6/5/2020
|
|
5,750
|
|
2.0238
|
|
1.98-2.075
|
6/9/2020
|
|
8,486
|
|
1.9035
|
|
1.87-1.905
|
*5/4/2020
|
|
(100)/(62)
|
|
7.99
|
|
|
*5/20/2020
|
|
(710)/(443)
|
|
7.5401
|
|
7.5-7.56
|
*5/21/2020
|
|
(1075)/(671)
|
|
6.688
|
|
6.66-6.83
|
*5/27/2020
|
|
(4040)/(2,525)
|
|
6.9129
|
|
6.9-7.24
|
*6/2/2020
|
|
(4144)/(2,590)
|
|
6.7628
|
|
6.75-6.89
|
*6/2/2020
|
|
877/548
|
|
7.127
|
|
6.99-7.2
|
*6/4/2020
|
|
(14,371)/(8,981)
|
|
6.8612
|
|
6.62-7.04
|
*6/5/2020
|
|
(4946)/(3,091)
|
|
7.9045
|
|
7.75-8.45
|
*6/9/2020
|
|
(7295)/(4,559)
|
|
7.3392
|
|
6.87-7.72
|