0001213900-21-065642.txt : 20211216
0001213900-21-065642.hdr.sgml : 20211216
20211216134453
ACCESSION NUMBER: 0001213900-21-065642
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211215
FILED AS OF DATE: 20211216
DATE AS OF CHANGE: 20211216
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: 211497278
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: 211497277
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
2021-12-15
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 D Cumulative Convertible Preferred Stock
16.96
2021-12-15
4
S
0
1884
13.5438
D
Common Stock, $0.01 par value
2777
62554
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.
This is the average price. The prices at which shares were actually sold range from $13.51 to 13.61. 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 footnote 3 (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 symbol for the securities in which transactions actually occurred is WHLRD.
Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO
2021-12-16
Parsa Kiai by /s/_Jeffrey M. Rose, as Attorney-in-fact
2021-12-16