0001504304-16-000220.txt : 20161114
0001504304-16-000220.hdr.sgml : 20161111
20161114145248
ACCESSION NUMBER: 0001504304-16-000220
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20161114
DATE AS OF CHANGE: 20161114
GROUP MEMBERS: ANDREW DAKOS
GROUP MEMBERS: BULLDOG INVESTORS, LLC
GROUP MEMBERS: PHILLIP GOLDSTEIN
GROUP MEMBERS: STEVEN SAMUELS
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88329
FILM NUMBER: 161993919
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Bulldog Investors, LLC
CENTRAL INDEX KEY: 0001504304
IRS NUMBER: 270926182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: PARK 80 WEST - PLAZA TWO
STREET 2: 250 PEHLE AVE. SUITE 708
CITY: SADDLE BROOK
STATE: NJ
ZIP: 07663
BUSINESS PHONE: 201 556-0092
MAIL ADDRESS:
STREET 1: PARK 80 WEST - PLAZA TWO
STREET 2: 250 PEHLE AVE. SUITE 708
CITY: SADDLE BROOK
STATE: NJ
ZIP: 07663
FORMER COMPANY:
FORMER CONFORMED NAME: Brooklyn Capital Management LLC
DATE OF NAME CHANGE: 20101026
SC 13D/A
1
thirda.txt
SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
11/11/16
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
2,089,443
8. SHARED VOTING POWER
1,606,968
9. SOLE DISPOSITIVE POWER
2,089,443
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,606,968
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,696,411 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.44%
14. TYPE OF REPORTING PERSON
IA
____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,089,443
8. SHARED VOTING POWER
1,606,968
9. SOLE DISPOSITIVE POWER
2,089,443
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,606,968
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,696,411 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.44%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,089,443
8. SHARED VOTING POWER
1,606,968
9. SOLE DISPOSITIVE POWER
2,089,443
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,606,968
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,696,411 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.44%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,089,443
8. SHARED VOTING POWER
1,606,968
9. SOLE DISPOSITIVE POWER
2,089,443
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,606,968
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,696,411 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.44%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed July 27, 2015. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on 11/9/16, there were 67,964,916 shares of
common stock outstanding as of 11/8/16. The percentages set forth herein
were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of November 11, 2016, Bulldog Investors, LLC is deemed to be the
beneficial owner of 3,696,411 shares of WHLR (representing 5.44% of WHLR's
outstanding shares) solely by virtue of Bulldog Investors LLC's power to
direct the vote of, and dispose of, these shares. These 3,696,411 shares
of WHLR include 2,089,443 shares (representing 3.07% of WHLR's outstanding
shares) that are beneficially owned by the following entities over which
Messrs. Goldstein, Dakos and Samuels exercise control:
Opportunity Partners LP, Calapasas West Partners LP, Full Value Special
Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP,
and MCM Opportunity Partners, LP (collectively, "Bulldog Investors Group of
Funds"). Bulldog Investors Group of Funds may be deemed to constitute a group.
All other shares included in the aforementioned 3,696,411 shares of WHLR
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 1,606,968 shares (representing 2.37% of
WHLR's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,089,443 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,606,968 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of WHLR's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of WHRL were sold:
Date Shares Price
11/11/16 50,500 1.6971
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 11/14/16
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.