Statement of Ownership (sc 13g)
April 15 2021 - 9:40AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. __)*
Wheeler Real Estate
Investment Trust, Inc.
(Name of Issuer)
Series D Cumulative Convertible Preferred Stock, no par value
(Title of Class of Securities)
963025606
(CUSIP Number)
April 6, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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*
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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 the disclosures provided in a prior cover page.
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The information required in 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 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).
CUSIP NO. 963025606
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13G
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Page 2 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Magnolia Capital Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
298,662
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
298,662
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,662
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.46%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 963025606
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13G
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Page 3 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Magnolia Group, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
298,662
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
298,662
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,662
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.46%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP NO. 963025606
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13G
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Page 4 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Adam K. Peterson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
298,662
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
298,662
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,662
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.46%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 963025606
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13G
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Page 5 of 7 Pages
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Item 1.
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(a)
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Name of Issuer:
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Wheeler Real Estate Investment Trust, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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Riversedge North
2529 Virginia Beach Boulevard Suite 200, Virginia Beach,
VA 23452
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Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed by Magnolia Capital
Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each,
a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Series
D Cumulative Convertible Preferred Stock of the Issuer (the “Preferred Stock”) owned directly by MCF.
TMG is the general partner of MCF. Mr. Peterson is the managing
member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Preferred Stock held by MCF and, as a result,
may be deemed to be indirect beneficial owners of shares of Preferred Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership
of the Preferred Stock.
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(b)
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Address of Principal Business Office or, if None, Residence:
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1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
MCF is a Delaware limited partnership. TMG is an Oklahoma limited liability
company and registered investment adviser. Mr. Peterson is a U.S. citizen.
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(d)
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Title of Class of Securities:
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Series D Cumulative Convertible Preferred Stock
963025606
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e
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[ ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP NO. 963025606
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13G
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Page 6 of 7 Pages
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(a)
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Amount Beneficially Owned
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The Reporting Persons beneficially own 298,662 shares of the
Preferred Stock.
Based on the foregoing:
Mr. Peterson may be deemed the beneficial owner of 298,662 shares of the
Preferred Stock held for the account of MCF.
TMG may be deemed the beneficial owner of 298,662 shares of the
Preferred Stock held for the account of MCF.
MCF may be deemed the beneficial owner of 298,662 shares of the
Preferred Stock that it holds.
The information set forth in Rows 5 through
11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) foreach such Reporting Person.
The percentages reported herein have been determined by dividing the number of shares of Series D Cumulative Convertible Preferred Stock
deemed to be beneficially owned by each of the Reporting Persons by 3,529,293. This number represents the total of the amount of shares
outstanding of Series D Cumulative Convertible Preferred Stock as of December 31, 2020, as reported in the Annual Report on Form 10-K
filed by the Issuer on March 18, 2021, with the Securities and Exchange Commission.
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(c)
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Number of shares as to which such person has voting and dispositive
power.
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The information set forth in Rows 5 through 11 of the cover page for each
Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
CUSIP NO. 963025606
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13G
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Page 7 of 7 Pages
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Magnolia Capital Fund, LP
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By:
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The Magnolia Group, LLC General Partner
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By:
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/s/ Adam K. Peterson
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Name:
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Adam K. Peterson
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Title:
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Manager
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Date:
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April 15, 2021
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The Magnolia Group, LLC
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By:
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The Magnolia Group, LLC
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By:
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/s/ Adam K. Peterson
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Name:
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Adam K. Peterson
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Title:
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Manager
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Date:
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April 15, 2021
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Adam K. Peterson
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By:
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/s/ Adam K. Peterson
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Name:
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Adam K. Peterson
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Date:
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April 15, 2021
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EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of April 15, 2021, by
and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, the undersigned agree, as of April 15, 2021, that only one statement containing the information required by Schedule
13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Series D Cumulative Convertible Preferred Stock of Wheeler Real Estate Investment Trust, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on
behalf of each of the undersigned.
Dated: April 15, 2021
Magnolia Capital Fund, LP
By:
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The Magnolia Group, LLC
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General Partner
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By:
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/s/ Adam K. Peterson
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Adam K. Peterson, Manager
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The Magnolia Group, LLC
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By:
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/s/ Adam K. Peterson
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Adam K. Peterson, Manager
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By:
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/s/ Adam K. Peterson
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Adam K. Peterson
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