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Filing Details

Accession Number:: 0001213900-23-085366
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-09 18:29:37
Reporting Period:: 2023-11-07

Accepted Time:: 2023-11-09 18:29:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1527541	Wheeler Real Estate Investment Trust Inc.	WHLR	Real Estate Investment Trusts (6798)	452681082

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1635663	Steamboat Capital Partners, Llc	24 Maple Ave Rye, NY 10580		No	No	Yes	No
1766850	Parsa Kiai	24 Maple Ave Rye, NY 10580		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	Disposition	2023-11-07	272,073	$0.32	282,794	No	4	S	Indirect	See footnote
Common Stock, $0.01 Par Value	Disposition	2023-11-07	2,229	$0.32	5,998	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, $0.01 Par Value	Series D Cumulative Convertible Preferred Stock	Disposition	2023-11-07	6,005	$13.82	883	$169.60
Common Stock, $0.01 Par Value	Series D Cumulative Convertible Preferred Stock	Disposition	2023-11-07	74	$13.82	10	$169.60

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
247,569			No	4	S	Indirect
3,038			No	4	S	Indirect

Footnotes

The Reporting Persons ceased to be beneficial owners of more than 10% of Series D Cumulative Convertible Preferred Stock during the course of 11/7/23. This is the number of shares sold on 11/7/23, prior to such cessation, rounded up in each case.
This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $0.29 to $.345. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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.)
This is an average price. Actual prices received for the shares sold on 11/7/23 and reported on this line range from $13.81 to $13.925. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The shares reported on this line represent the number of shares sold on 11/7/23 before the Reporting Persons ceased to be beneficial owners of more than 10% of the Series D Cumulative Convertible Preferred Shares, rounded up in each case.
Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA).
Ownership of 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 the 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.