SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jarvis David R

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILSHIRE ENTERPRISES INC [ WOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽⁶⁾	04/10/2006		X/K⁽¹⁾		2,033	A	$7.35	1,151,033	I	See Footnote⁽⁸⁾
Common Stock⁽⁶⁾	04/10/2006		J/K⁽¹⁾		2,033	D	$8.3838	1,149,000	I	See Footnote⁽⁸⁾
Common Stock⁽⁷⁾	04/10/2006		X/K⁽¹⁾		2,033	A	$7.35	1,151,033	I	See Footnote⁽⁹⁾
Common Stock⁽⁷⁾	04/10/2006		J/K⁽¹⁾		2,033	D	$8.3838	1,149,000	I	See Footnote⁽⁹⁾
Common Stock⁽¹⁾	04/10/2006		X/K⁽¹⁾		2,033	A	$7.35	5,633	D
Common Stock⁽²⁾	04/10/2006		X/K⁽¹⁾		2,033	A	$7.35	5,633	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	04/10/2006		J/K⁽¹⁾		2,033	D	$8.3838	3,600	D
Common Stock⁽²⁾	04/10/2006		J/K⁽¹⁾		2,033	D	$8.3838	3,600	I	See Footnote⁽²⁾
Common Stock⁽⁶⁾	04/10/2006		X/K⁽³⁾		267	A	$7.6559	1,149,267	I	See Footnote⁽⁸⁾
Common Stock⁽⁶⁾	04/10/2006		J/K⁽³⁾		267	D	$8.3838	1,149,000	I	See Footnote⁽⁸⁾
Common Stock⁽⁷⁾	04/10/2006		X/K⁽³⁾		267	A	$7.6559	1,149,267	I	See Footnote⁽⁹⁾
Common Stock⁽⁷⁾	04/10/2006		J/K⁽³⁾		267	D	$8.3838	1,149,000	I	See Footnote⁽⁹⁾
Common Stock⁽³⁾	04/10/2006		X/K⁽³⁾		267	A	$7.6559	3,867	D
Common Stock⁽²⁾	04/10/2006		X/K⁽³⁾		267	A	$7.6559	3,867	I	See Footnote⁽²⁾
Common Stock⁽³⁾	04/10/2006		J/K⁽³⁾		267	D	$8.3838	3,600	D
Common Stock⁽²⁾	04/10/2006		J/K⁽³⁾		267	D	$8.3838	3,600	I	See Footnote⁽²⁾
Common Stock⁽⁶⁾	04/10/2006		X/K⁽⁴⁾		3,858	A	$7.3457	1,152,858	I	See Footnote⁽⁸⁾
Common Stock⁽⁶⁾	04/10/2006		J/K⁽⁴⁾		3,858	D	$8.3838	1,149,000	I	See Footnote⁽⁸⁾
Common Stock⁽⁷⁾	04/10/2006		X/K⁽⁴⁾		3,858	A	$7.3457	1,152,858	I	See Footnote⁽⁹⁾
Common Stock⁽⁷⁾	04/10/2006		J/K⁽⁴⁾		3,858	D	$8.3838	1,149,000	I	See Footnote⁽⁹⁾
Common Stock⁽⁴⁾	04/10/2006		X/K⁽⁴⁾		3,858	A	$7.3457	4,258	D
Common Stock⁽⁴⁾	04/10/2006		J/K⁽⁴⁾		3,858	D	$8.3838	400	D
Common Stock⁽⁶⁾	04/10/2006		X/K⁽⁵⁾		676	A	$7.6	1,149,676	I	See Footnote⁽⁸⁾
Common Stock⁽⁶⁾	04/10/2006		J/K⁽⁵⁾		676	D	$8.3838	1,149,000	I	See Footnote⁽⁸⁾
Common Stock⁽⁷⁾	04/10/2006		X/K⁽⁵⁾		676	A	$7.6	1,149,676	I	See Footnote⁽⁹⁾
Common Stock⁽⁷⁾	04/10/2006		J/K⁽⁵⁾		676	D	$8.3838	1,149,000	I	See Footnote⁽⁹⁾
Common Stock⁽⁵⁾	04/10/2006		X/K⁽⁵⁾		676	A	$7.6	1,076	D
Common Stock⁽⁵⁾	04/10/2006		J/K⁽⁵⁾		676	D	$8.3838	400	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap (obligation to buy)⁽¹⁾	$7.35	04/10/2006		X/K⁽¹⁾			1	04/10/2006	04/10/2006	Common Stock	2,033	$0	0	D
Equity Swap (obligation to buy)⁽²⁾	$7.35	04/10/2006		X/K⁽¹⁾			1	04/10/2006	04/10/2006	Common Stock	2,033	$0	0	I	See Footnote⁽²⁾
Equity Swap (obligation to buy)⁽³⁾	$7.6559	04/10/2006		X/K⁽³⁾			1	04/10/2006	04/10/2006	Common Stock	267	$0	0	D
Equity Swap (obligation to buy)⁽²⁾	$7.6559	04/10/2006		X/K⁽³⁾			1	04/10/2006	04/10/2006	Common Stock	267	$0	0	I	See Footnote⁽²⁾
Equity Swap (obligation to buy)⁽⁴⁾	$7.3457	04/10/2006		X/K⁽⁴⁾			1	04/10/2006	04/10/2006	Common Stock	3,858	$0	0	D
Equity Swap (obligation to buy)⁽⁵⁾	$7.6	04/10/2006		X/K⁽⁵⁾			1	04/10/2006	04/10/2006	Common Stock	676	$0	0	D
Equity Swap (obligation to buy)⁽⁶⁾	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾	04/10/2006		X/K⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾			4	04/10/2006	04/10/2006	Common Stock	6,834	$0	0	I	See Footnote⁽⁶⁾
Equity Swap (obligation to buy)⁽⁷⁾	⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾	04/10/2006		X/K⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾			4	04/10/2006	04/10/2006	Common Stock	6,834	$0	0	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Jarvis David R

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MacLean Malcolm F IV

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mercury Real Estate Securities Fund LP

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mercury Mayfair LLC

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mercury Real Estate Securities Offshore Fund, Ltd.

(Last)

(First)

(Middle)

C/O MERCURY REAL ESTATE ADVISORS LLC

100 FIELD POINT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On April 10, 2006, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settlement of an equity swap agreement with a securities broker("Broker")on behalf of Mercury Real Estate Securities Fund, LP ("MRES"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. Broker made a payment to MRES such that the resulting economic effect of the swap arrangement was as if (i) MRES paid Broker $14,942.55, representing $7.35 for 2,033 shares of WOC common stock as of July 7, 2005, and (ii) Broker paid to MRES $8.3838, representing $17,044.27 for 2,033 shares of WOC common stock as of April 10, 2006. In addition, MRES will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

2. This swap arrangement was held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES.

3. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of MRES. Broker made a payment to MRES such that the resulting economic effect of the swap arrangement was as if (i) MRES paid Broker $2,044.13, representing $7.6559 for 267 shares of WOC common stock as of July 15, 2005, and (ii) Broker paid to MRES $2,238.47, representing $8.3838 for 267 shares of WOC common stock as of April 10, 2006. In addition, MRES will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

4. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. Broker made a payment to MRESOF such that the resulting economic effect of the swap arrangement was as if (i) MRESOF paid Broker $28,339.71, representing $7.3457 for 3,858 shares of WOC common stock as of July 6, 2005, and (ii) Broker paid to MRESOF $32,344.70, representing $8.3838 for 3,858 shares of WOC common stock as of April 10, 2006. In addition, MRESOF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

5. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of MRESOF. Broker made a payment to MRESOF such that the resulting economic effect of the swap arrangement was as if (i) MRESOF paid Broker $5,137.60, representing $7.60 for 676 shares of WOC common stock as of July 8, 2005, and (ii) Broker paid to MRESOF $5,667.45, representing $8.3838 for 676 shares of WOC common stock as of April 10, 2006. In addition, MRESOF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

6. These swap arrangements were settled by Advisors on behalf of one or more of MRES and MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRES and MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

7. These swap arrangements were settled by Advisors on behalf of one or more of MRES and MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRES and MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES and MRESOF, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

8. The securities reported in Column 5 of Table I are held directly by certain private investment funds, including MRES and MRESOF (the "Funds"), and certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including Mayfair, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

9. The securities reported in Column 5 of Table I are held directly by the Funds and the Managed Accounts, for which Advisors serves as the investment adviser. Mr. MacLean disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including Mayfair, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C).

	/s/ David R. Jarvis	04/25/2006
	/s/ Malcolm F. MacLean IV	04/25/2006
	** Signature of Reporting Person	Date
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