Statement of Ownership (sc 13g)
June 03 2021 - 2:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
May 18, 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
William Carlton Derrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(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 of America
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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
72,700
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
72,700
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,700
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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
5.75%
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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 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
Bruce William Derrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(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 of America
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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
102,000
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
102,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,700
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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
5.75%
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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 4 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
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 William Carlton
Derrick (“WCD”) and Bruce William Derrick (“BWD” and together with WCD, 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 beneficially by the Reporting Persons.
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(b)
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Address of Principal Business Office or, if None, Residence:
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3900 Essex Lane, Suite 340
Houston, Texas 77027
Each of the Reporting Persons are U.S. citizens.
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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
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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CUSIP NO. 963025606
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13G
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Page 5 of 7 Pages
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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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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 for each 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 3,038,683, which is calculated as 3,142,196, the number of shares of Series D Cumulative Convertible
Preferred Stock outstanding as of March 31, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on May 6, 2021,
with the Securities and Exchange Commission, reduced by 103,513, the number of such shares tendered to the Issuer as reported in the Amendment
No. 1 to Schedule TO filed by the Issuer on May 17, 2021.
In addition, as of May 28, 2021, the Reporting Persons collectively
beneficially owned 228,000 shares of the Issuer’s common stock, par value $0.01 per share, and 17,048 shares of the Issuer’s
Series B Convertible Preferred Stock.
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 ¨
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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
Item 8.
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Identification and Classification of Members of the Group.
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See Item 2(a) above.
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 6 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.
CUSIP NO. 963025606
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13G
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Page 7 of 7 Pages
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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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William Carlton Derrick
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/s/ William C. Derrick
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Name:
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William C. Derrick
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Date:
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May 28, 2021
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Bruce William Derrick
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By:
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/s/ Bruce W. Derrick
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Name:
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Bruce W. Derrick
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Date:
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May 28, 2021
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EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of May 28, 2021, by and between William
C. Derrick and Bruce W. Derrick.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, the undersigned agree, as of May 28, 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: May 28, 2021
William C. Derrick
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/s/ William C. Derrick
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William C. Derrick
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Bruce W. Derrick
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/s/ Bruce W. Derrick
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Bruce W. Derrick
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