4//SEC Filing
Franklin Michael Andrew 4
Accession 0001527541-24-000128
CIK 0001527541other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 11:20 AM ET
Size
11.6 KB
Accession
0001527541-24-000128
Insider Transaction Report
Form 4
Transactions
- Other
Series D Cumulative Convertible Preferred Stock
2024-07-01+94→ 438 totalExercise: $20352.00→ Common Stock (0 underlying)
Holdings
- 3
Common Stock
7.00% Senior Subordinated Convertible Notes due 2031
Exercise: $14.29Exp: 2031-12-31→ Common Stock (1,870 underlying)- 1,223
Series B Convertible Preferred Stock
Exercise: $48000.00→ Common Stock (0 underlying)
Footnotes (9)
- [F1]The amount reported reflects reverse stock splits of the Issuer's common stock effected in August 2023, May 2024, and June 2024.
- [F2]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 .001228 shares of the Issuer's common stock (a conversion price of $20,352 per share of common stock).
- [F3]As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 21, 2024, the Issuer determined that interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2024, would be paid in the form of Series D Preferred Stock. On July 1, 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").
- [F4]Series D Preferred Stock has no expiration date.
- [F5]In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2024, was determined based on a per share value equal to $17.95505, 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.
- [F6]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 $14.29 per share (1.75 common shares for each $25.00 of principal amount of the Notes being converted).
- [F7]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 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.
- [F8]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 .000521 shares of the Issuer's common stock (a conversion price of $48,000 per share of common stock).
- [F9]Series B Preferred Stock has no expiration date.
Documents
Issuer
Wheeler Real Estate Investment Trust, Inc.
CIK 0001527541
Entity typeother
Related Parties
1- filerCIK 0001697904
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 11:20 AM ET
- Size
- 11.6 KB