FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ whlr ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/18/2017 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/02/2016 | J(1) | 11,565 | D | $1.73 | 33,890 | I | Held in profit sharing plan | ||
Common stock | 01/17/2017 | J(2) | 25,000 | A | $1.7 | 271,520 | D | |||
Common stock | 01/17/2017 | J(2) | 25,000 | D | $1.7 | 8,890 | I | Held in profit sharing plan | ||
Common Stock | 6,000 | I | Owned by spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Convertible Preferred Stock | $2.12 | (3) | (3) | Common Stock | 47,170 | 4,000 | I | Owned by spouse | |||||||
Series B Convertible Preferred Stock | $5 | (4) | (4) | Common Stock | 50,000 | 10,000 | D | ||||||||
Series B Convertible Preferred Stock | $5 | (4) | (4) | Common Stock | 20,000 | 4,000 | I | Held in profit sharing plan | |||||||
Common Stock Warrants | $5.5 | (5) | (5) | Common Stock | 12,000 | 12,000 | D | ||||||||
Common Stock Warrants | $5.5 | (5) | (5) | Common Stock | 4,800 | 4,800 | I | Held in profit sharing plan |
Explanation of Responses: |
1. This transaction was a transfer of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock from Mr. Zwerdling's profit sharing plan to his partner's profit sharing plan. |
2. This transaction was a transfer of the Company's common stock from indirect ownership to direct ownership (shares held in Mr. Zwerdling's profit sharing plan) to direct ownership. |
3. Each share of Series D Convertible Preferred Stock ("Series D Stock") became convertible into shares of the Company's common stock at $2.12 per share, upon completion of the Company's September 2016 and December 2016 public offerings of Series D Stock. The Series D Stock has no expiration date. |
4. Each share of Series B Convertible Preferred Stock (the "Series B Stock") became convertible into shares of the Company's common stock at $5.00 per share, upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and common stock warrants. |
5. Each common stock warrant became exercisable upon completion of the Company's April 2014 and September 2014 public offerings of Series B Stock and common stock warrants. The common stock warrants expire on April 29, 2019. |
/s/ Jeffrey M. Zwerdling | 01/18/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |