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