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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ whlr ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/13/2012 | P | 108,000(1) | A | $5.25 | 13,500(2) | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | ||
Common Stock | 08/21/2013 | P | 24,500(1) | A | $4.3 | 16,563(2) | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | ||
Common Stock | 02/09/2015 | P | 5,000(1) | A | $3.6 | 17,188(2) | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | ||
Common Stock | 11/13/2012 | P | 5,800(1) | A | $5.25 | 725(2) | I | Held by a LLC in which Mr. Zwerdling has an interest | ||
Common Stock | 08/21/2013 | P | 200(1) | A | $4.3 | 750(2) | I | Held by a LLC in which Mr. Zwerdling has an interest | ||
Common Stock | 96,593 | D | ||||||||
Common Stock | 1,111 | I | Held in profit sharing plan | |||||||
Common Stock | 750 | I | Owned by spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock | $40 | 04/24/2014 | P | 6,500 | (3) | (3) | Common Stock | 4,062.5 | $24.99 | 6,500 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Series B Convertible Preferred Stock | $40 | 09/12/2014 | P | 4,500 | (3) | (3) | Common Stock | 2,812.5 | $24.99 | 11,000 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $44 | 04/24/2014 | P | 7,800 | (4) | (4) | Common Stock | 975 | $0.008 | 7,800 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $44 | 09/12/2014 | P | 3,000 | (4) | (4) | Common Stock | 375 | $0.008 | 10,800 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $44 | 09/24/2014 | P | 2,400 | (4) | (4) | Common Stock | 300 | $0.008 | 13,200 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Series D Cumulative Covertible Preferred Stock | $16.96 | (5) | (5) | Common Stock | 1,474 | 1,000 | D | ||||||||
Series D Cumulative Covertible Preferred Stock | $16.96 | (5) | (5) | Common Stock | 5,896 | 4,000 | I | Owned by spouse | |||||||
Series B Convertible Preferred Stock | $40 | (3) | (3) | Common Stock | 2,500 | 4,000 | I | Held in profit sharing plan | |||||||
Series B Convertible Preferred Stock | $40 | (3) | (3) | Common Stock | 6,250 | 10,000 | D | ||||||||
Common Stock Warrants | $44 | (4) | (4) | Common Stock | 1,500 | 12,000 | D | ||||||||
Common Stock Warrants | $44 | (4) | (4) | Common Stock | 600 | 4,800 | I | Held in profit sharing plan |
Explanation of Responses: |
1. These shares of common stock were acquired prior to Wheeler Real Estate Investment Trust, Inc.'s (the "Company") one-for-eight reverse stock split (the "Reverse Stock Split") that was effected on March 31, 2017. |
2. Adjusted for the Company's Reverse Stock Split. |
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. The common stock warrants are excercisable at $44.00 per share. The common stock warrants expire on April 29, 2019. |
5. 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. |
/s/ Jeffrey M. Zwerdling | 03/01/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |