0001213900-23-085364.txt : 20231109 0001213900-23-085364.hdr.sgml : 20231109 20231109182815 ACCESSION NUMBER: 0001213900-23-085364 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231107 FILED AS OF DATE: 20231109 DATE AS OF CHANGE: 20231109 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 231394124 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 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 3 1 ownership.xml X0206 3 2023-11-07 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001635663 Steamboat Capital Partners, LLC 24 MAPLE AVENUE RYE, NY 10580 0 0 1 0 Common Stock, $0.01 par value 554867 I See footnote Common Stock, $0.01 par value 8227 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 Common Stock, $0.01 par value 253574 I See footnote Series D Cumulative Convertible Preferred Stock 169.60 Common Stock, $0.01 par value 3112 I See footnote Ownership of 10% of Series D Cumulative Convertible Preferred Stock occurred as a result of redemptions by other holders of such series of preferred stock. While the redemption date was on 10/25/23, the Reporting Persons only became aware of their percentage ownership as a result of the Issuer's filing on Form 8-K on 11/7/23. The number of shares reported hereon is the number owned after the effectiveness of redemptions by the owners of the shares which are the subject of this report. Convertible at any time. (Also redeemable for $25 plus accrued and unpaid dividends. Redemption proceeds are payable, at the option of the Issuer in cash or common stock.) Shares are owned by Steamboat Capital Partners Master Fund, LP (Master). Master has delegated investment discretion to Steamboat Capital Partners, LLC ("IA") Shares are owned by 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 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. Steamboat Capital Partners, LLC, /s/ Parsa Kiai, Managing Member 2023-11-09 /s/ Parsa Kiai 2023-11-09