0001213900-23-075751.txt : 20230911 0001213900-23-075751.hdr.sgml : 20230911 20230911162011 ACCESSION NUMBER: 0001213900-23-075751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230907 FILED AS OF DATE: 20230911 DATE AS OF CHANGE: 20230911 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: 231247998 BUSINESS ADDRESS: STREET 1: 24 MAPLE AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 2129861703 MAIL ADDRESS: STREET 1: 24 MAPLE AVENUE CITY: RYE STATE: NY ZIP: 10580 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: 231247997 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 X0508 4 2023-09-07 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001635663 Steamboat Capital Partners, LLC 24 MAPLE AVE RYE, NY 10580 0 0 1 0 0001766850 Kiai Parsa 24 MAPLE AVE RYE NY 10580 0 0 1 0 0 Common Stock, $0.01 par value 2023-09-07 4 S 0 4044 7.6042 D 0 I See footnote Common Stock, $0.01 par value 2023-09-07 4 S 0 65 7.6042 D 0 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-07 4 S 0 5084 12.8392 D Common Stock, $0.01 par value 749.3816 323744 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-07 4 S 0 67 12.8392 D Common Stock, $0.01 par value 9.8758 4252 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-07 4 S 0 5430 14.3081 D Common Stock, $0.01 par value 800.382 318314 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-07 4 S 0 71 14.3081 D Common Stock, $0.01 par value 10.4654 4181 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-08 4 S 0 850 12.685 D Common Stock, $0.01 par value 125.29 317464 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 2023-09-08 4 S 0 11 12.685 D Common Stock, $0.01 par value 1.6214 4170 I See footnote Series B Convertible Preferred Stock 400.00 2023-09-07 4 S 0 64321 1.7519 D Common Stock, $0.01 par value 4020.063 120909 I See footnote Series B Convertible Preferred Stock 400.00 2023-09-07 4 S 0 892 1.7519 D Common Stock, $0.01 par value 55.75 1676 I See footnote Series B Convertible Preferred Stock 400.00 2023-09-08 4 S 0 1589 1.7952 D Common Stock, $0.01 par value 99.3125 119320 I See footnote Series B Convertible Preferred Stock 400.00 2023-09-08 4 S 0 22 1.7952 D Common Stock, $0.01 par value 1.6214 1654 I See footnote This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $7.60 to $7.63. 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. Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA). Ownership of Steamboat Capital Partners II, LP (II). Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. 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. 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. Convertible at any time, with no expiration date. This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $12.75 to $13.24. 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. This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $14.25 to $14.53. 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. This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $12.67 to $12.70. 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. This is an average price. Actual prices received for the shares sold on 9/7/23 and reported on this line range from $1.65 to $1.85. 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. This is an average price. Actual prices received for the shares sold on 9/8/23 and reported on this line range from $1.76 to $1.81. 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. Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO 2023-09-11 Parsa Kiai by /s/Jeffrey M. Rose, as Attorney-in-fact 2023-09-11