0001213900-21-064387.txt : 20211209
0001213900-21-064387.hdr.sgml : 20211209
20211209150817
ACCESSION NUMBER: 0001213900-21-064387
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211207
FILED AS OF DATE: 20211209
DATE AS OF CHANGE: 20211209
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: 211481743
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: 211481742
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
2021-12-07
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
2021-12-07
4
S
0
480
7.2052
D
Common Stock, $0.01 par value
300
29652
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
2021-12-07
4
S
0
2700
15.4463
D
Common Stock, $0.01 par value
3980
73038
I
See footnote
Series D Cumulative Convertible Preferred Stock
16.96
2021-12-08
4
S
0
2700
15.0477
D
Common Stock, $0.01 par value
3980
70338
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.
This is the average price. The prices at which shares were actually sold range from $7.15 to $7.25. 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 $15.40 to $15.45. 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 D Cumulative Convertible Preferred Stock (Series D).
This is the average price. The prices at which shares were actually sold range from $15.00 to $15.21. 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 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 3,8 and 10 (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.
Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO
2021-12-09
/Parsa Kiai by /s/Jeffrey M. Rose, as Attorney-in-fact
2021-12-09