Andrew Franklin - Dec 31, 2024 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role
CEO
Signature
/s/ M. Andrew Franklin
Stock symbol
WHLR
Transactions as of
Dec 31, 2024
Transactions value $
$0
Form type
4
Date filed
1/3/2025, 08:46 AM
Previous filing
Jul 3, 2024
Next filing
Jan 31, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +67 +15.3% 505 Dec 31, 2024 Common Stock 0 $122,112.00 Direct F1, F2, F3, F4
holding WHLR 7.00% Senior Subordinated Convertible Notes due 2031 $26.7K Dec 31, 2024 Common Stock 6.33K $4.22 Direct F5, F6
holding WHLR Series B Convertible Preferred Stock 1.22K Dec 31, 2024 Common Stock 0 $288,000.00 Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000205 shares of the Issuer's common stock (a conversion price of $122,112 per share of common stock).
F2 As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 20, 2024, the Issuer determined that interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on December 31, 2024, would be paid in the form of Series D Preferred Stock. On December 31, 2024, the Issuer issued shares of the Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
F3 Series D Preferred Stock has no expiration date.
F4 In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on December 31, 2024, was determined based on a per share value of $13.8953375, calculated as the product of (x) the average of the per share volume-weighted average prices for 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.
F5 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 approximately $4.22 per share (approximately 5.93 common shares for each $25.00 of principal amount of the Notes being converted).
F6 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 Series D Preferred Stock, in each case as set forth in the Notes. 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.
F7 Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000087 shares of the Issuer's common stock (a conversion price of $288,000 per share of common stock).
F8 The Series B Preferred Stock has no expiration date.