0001213900-24-001277.txt : 20240104 0001213900-24-001277.hdr.sgml : 20240104 20240104211042 ACCESSION NUMBER: 0001213900-24-001277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STILWELL ASSOCIATES L P CENTRAL INDEX KEY: 0000913960 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514280 BUSINESS ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-269-5800 MAIL ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STILWELL JOSEPH CENTRAL INDEX KEY: 0001113303 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514285 MAIL ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stilwell Value LLC CENTRAL INDEX KEY: 0001397076 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514284 BUSINESS ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122695800 MAIL ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stilwell Activist Investments, L.P. CENTRAL INDEX KEY: 0001573720 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514283 BUSINESS ADDRESS: STREET 1: 111 BROADWAY STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-269-5800 MAIL ADDRESS: STREET 1: 111 BROADWAY STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stilwell Value Partners VII, L.P. CENTRAL INDEX KEY: 0001555931 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514281 BUSINESS ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-269-5800 MAIL ADDRESS: STREET 1: 111 BROADWAY, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stilwell Activist Fund, L.P. CENTRAL INDEX KEY: 0001564452 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 24514282 BUSINESS ADDRESS: STREET 1: 111 BROADWAY STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-269-5800 MAIL ADDRESS: STREET 1: 111 BROADWAY STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wheeler Real Estate Investment Trust, Inc. CENTRAL INDEX KEY: 0001527541 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 2024-01-02 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001113303 STILWELL JOSEPH 200 CALLE DEL SANTO CRISTO SAN JUAN PR 00901 PUERTO RICO 1 0 1 0 0001397076 Stilwell Value LLC 111 BROADWAY, 12TH FLOOR NEW YORK NY 10006 0 0 1 0 0001573720 Stilwell Activist Investments, L.P. 111 BROADWAY 12TH FLOOR NEW YORK NY 10006 0 0 1 0 0001564452 Stilwell Activist Fund, L.P. 111 BROADWAY 12TH FLOOR NEW YORK NY 10006 0 0 1 0 0001555931 Stilwell Value Partners VII, L.P. 111 BROADWAY 12TH FLOOR NEW YORK NY 10006 0 0 1 0 0000913960 STILWELL ASSOCIATES L P 111 BROADWAY 12TH FLOOR NEW YORK NY 10006 0 0 1 0 0 Common Stock 15179309 I See footnote Common Stock 2331886 I See footnote Common Stock 3359992 I See footnote 7.00% Subordinated Convertible Notes due 2031 0.21 2021-08-19 2031-12-31 Common Stock 85015450 18249925 I See footnote 7.00% Subordinated Convertible Notes due 2031 0.21 2021-08-19 2031-12-31 Common Stock 12228067 2624950 I See footnote 7.00% Subordinated Convertible Notes due 2031 0.21 2021-08-19 2031-12-31 Common Stock 19215900 4125000 I See footnote 7.00% Subordinated Convertible Notes due 2031 0.21 2031-12-31 Common Stock 516965 110975 I See footnote Series B Convertible Preferred Stock 400 Common Stock 37279 596473 I See footnote Series B Convertible Preferred Stock 400 Common Stock 5362 85792 I See footnote Series B Convertible Preferred Stock 400 Common Stock 8426 134820 I See footnote Series D Convertible Preferred Stock 169.6 2024-01-02 4 J 0 84470 A Common Stock 12450 84470 I See footnote Series D Convertible Preferred Stock 169.6 2024-01-02 4 J 0 12149 A Common Stock 1790 12149 I See footnote Series D Convertible Preferred Stock 169.6 2024-01-02 4 J 0 19092 A Common Stock 2814 19092 I See footnote Series D Convertible Preferred Stock 169.6 2024-01-02 4 J 0 513 A Common Stock 75 513 I See footnote These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $0.21 per share (116.46 common shares for each $25.00 of principal amount of the Notes being converted). Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person. The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021. These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. As disclosed in the Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date. In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"), the number of shares of Series B Preferred Stock paid as interest on the Notes on June 30, 2022 was determined based on a per share value equal to $2.6673845, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on January 3, 2023 was determined based on a per share value equal to $1.070872, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. As disclosed in the Issuer's Form 8-K filed with the SEC on November 20, 2023, the Issuer determined that interest on the Notes payable on December 31, 2023, would be paid in the form of Series D Preferred Stock. On January 2, 2024, the Issuer issued shares of Series D Preferred Stock to (i) SAI as payment of interest with respect to the Notes held by SAI, in accordance with the terms thereof and of the Indenture, (ii) SAF as payment of interest with respect to the Notes held by SAF, in accordance with the terms thereof and the Indenture, (iii) SVP VII as payment of interest with respect to the Notes held by SVP VII, in accordance with the terms thereof and the Indenture, and (iv) SA as payment of interest with respect to the Notes held by SA, in accordance with the terms thereof and of the Indenture. As disclosed in the Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series D Preferred Stock is convertible into 0.1474 shares of the Issuer's common stock. The Series D Preferred Stock has no expiration date. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on January 2, 2024, was determined based on a per share value equal to $7.561743, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. /s/ Joseph Stilwell 2024-01-04 /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 2024-01-04 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 2024-01-04 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 2024-01-04 /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 2024-01-04 /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 2024-01-04