Statement of Changes in Beneficial Ownership (4)
March 30 2021 - 4:56PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Jones Andrew R |
2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc.
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WHLR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
274 RIVERSIDE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/26/2021 |
(Street)
WESTPORT, CT 06880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/26/2021 | | S | | 1400 | D | $3.50 | 11064 | I | Held in IRA |
Common Stock | 3/29/2021 | | S | | 11064 | D | $3.45 (1) | 0 | I | Held in IRA |
Common Stock | | | | | | | | 36108 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series B Convertible Preferred Stock | $40 | 3/29/2021 | | S | | | 1000 | (3) | (3) | Common Stock | 625 | $11.75 | 0 | I | Held in IRA |
Series B Convertible Preferred Stock | $40 | 3/29/2021 | | S | | | 1100 | (3) | (3) | Common Stock | 687.5 | $11.75 | 0 | D | |
Series B Convertible Preferred Stock | $40 | | | | | | | (3) | (3) | Common Stock | 28334 | | 45335 | I | Held in managed funds (2) |
Series D Cumulative Convertible Preferred Stock | $16.96 | | | | | | | (4) | (4) | Common Stock | 31840 | | 21600 | I | Held in managed funds (2) |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were purchased in transactions at prices ranging from $3.40 to $3.535, inclusive. The reporting person undertakes to provide to Wheeler Real Estate Investment Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | These shares are held by various investment partnerships, funds and managed accounts, in which NS Advisors, LLC ("NS Advisors") serves as the investment manager. Mr. Jones is the managing member of NS Advisors and has sole voting and investment authority over the shares. |
(3) | Each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into shares of the Company's common stock at $40.00 per share. The Series B Stock has no expiration date. |
(4) | Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into shares of the Company's common stock at $16.96 per share. The Series D Stock has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jones Andrew R 274 RIVERSIDE AVENUE WESTPORT, CT 06880 | X |
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Signatures
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/s/ Andrew Jones | | 3/30/2021 |
**Signature of Reporting Person | Date |
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