0001213900-21-062783.txt : 20211201 0001213900-21-062783.hdr.sgml : 20211201 20211201130818 ACCESSION NUMBER: 0001213900-21-062783 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211129 FILED AS OF DATE: 20211201 DATE AS OF CHANGE: 20211201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steamboat Capital Partners, LLC CENTRAL INDEX KEY: 0001635663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211462239 BUSINESS ADDRESS: STREET 1: 31 OLD WAGON ROAD CITY: OLD GREENWICH STATE: CT ZIP: 06870 BUSINESS PHONE: 2129861703 MAIL ADDRESS: STREET 1: 31 OLD WAGON ROAD CITY: OLD GREENWICH STATE: CT ZIP: 06870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiai Parsa CENTRAL INDEX KEY: 0001766850 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211462238 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 2300 CITY: NY STATE: NY ZIP: 10170 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wheeler Real Estate Investment Trust, Inc. CENTRAL INDEX KEY: 0001527541 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452681082 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 BUSINESS PHONE: 757-627-9088 MAIL ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 4 1 ownership.xml X0306 4 2021-11-29 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001635663 Steamboat Capital Partners, LLC 31 OLD WAGON ROAD OLD GREENWICH, CT 06870 0 0 1 0 0001766850 Kiai Parsa 31 OLD WAGON ROAD OLD GREENWICH CT 06870 0 0 1 0 Series B Convertible Preferred Stock 40 2021-11-29 4 S 0 2 7.91 D Common Stock, $0.01 par value 1 33968 I See footnote Series B Convertible Preferred Stock 40 2021-11-30 4 S 0 918 7.2637 D Common Stock, $0.01 par value 573 33050 I See footnote Series B Convertible Preferred Stock 40 Common Stock, $0.01 par value 0 185230 I See footnote Series B Convertible Preferred Stock 40 Common Stock, $0.01 par value 0 2568 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 2021-11-29 4 S 0 1808 15.9501 D Common Stock, $0.01 par value 2665 84423 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 2021-11-30 4 S 0 2077 15.593 D Common Stock, $0.01 par value 3061 82346 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 Common Stock, $0.01 par value 0 328828 I See footnote Series D Cumulative Convertible Preferred Stock 16.96 Common Stock, $0.01 par value 0 4319 I See footnote Convertible at any time with no expiration date, but subject to mandatory conversion if the 20 trading day volume-weighted average closing price of the Common Stock, $0.01 par value, exceeds $58. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series B Convertible Preferred Stock (Series B). This is the average price. The prices at which shares were actually sold range from $7.26 to $7.27. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series B Convertible Preferred Stock (Series B). Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B. Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B. Convertible at any time, with no expiration date. This is the average price. The prices at which shares were actually sold range from $15.95 to $15.97. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 84,423 shares of Series D Cumulative Convertible Preferred Stock (Series D). This is the average price. The prices at which shares were actually sold range from $15.57 to $15.63. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 82,346 shares of Series D Cumulative Convertible Preferred Stock (Series D). Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D). Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D). Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnotes 2,4, 9 and 11 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein. The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbols for the securities in which transactions actually occurred are WHLRD and WHLRP. Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO 2021-12-01 Parsa Kiai by /s/ Jeffrey M. Rose, as Attorney-in-fact 2021-12-01