Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
16 Octubre 2023 - 1:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 5)
Wheeler
Real Estate Investment Trust, Inc. |
(Name
of Issuer) |
Common
Stock, $0.01 par value |
(Title
of Class of Securities) |
Jeffrey
M. Rose, 24 Maple Ave., Rye, NY 10580, 212-986-1703 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
October
5, 2023 |
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Steamboat
Capital Partners, LLC 45-5206506 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS (See Instructions) |
OO
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
163,993 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
163,993 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
163,993 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.0% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IA;
OO |
SCHEDULE
13D
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Parsa
Kiai |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS (See Instructions) |
OO
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
163,993 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
163,993 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
163,993 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
5.0% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
HC;
IN |
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5
amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background |
Part (b) of Item 2 is hereby amended and restated
in its entirety to read as follows:
(b) The address of the principal business office
of each of the Reporting Persons is 24 Maple Ave, Rye, NY 10580.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended by
the addition of the following:
196,318 Shares were received upon the redemption
of 15,500 shares of Series D Cumulative Convertible Preferred Stock of the Issuer.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and
restated in its entirety to read as follows:
| (a) | IA (as the portfolio manager for its clients, including funds of which an affiliate is general partner)
and Mr. Kiai (as the managing member of IA) may be deemed to be the beneficial owner of the number and percentage of Shares set forth
on the cover page of this Schedule 13D on which they are respectively named. As the securities which are the subject of this Schedule
13D are 319,114 shares of Series D Cumulative Convertible Preferred Stock of the Issuer, which is convertible into common stock of the
Issuer, and 116,954 Shares, the percentages contained herein are computed in accordance with Rule 13d-3. The aggregate percentage of Shares
reported owned by each person named herein is based upon 3,217,747 Shares outstanding as
of October 13, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Registration Statement on Form
S-11 filed with the SEC on September 28, 2023, plus Shares issued on October 5, 2023 as reported on the Issuer’s Current Report
on Form 8-K filed with the SEC on October 6, 2023 plus Shares which would be acquired on the conversion of the preferred stock included
in this Schedule 13D as provided by Rule 13d-3. |
| (b) | Each of the Reporting Persons have the power to vote or direct the vote and dispose of or direct the disposition
of the number and percentage of Shares indicated on the cover page of this Schedule 13D on which they are respectively named. |
| (c) | Transactions by the Reporting Persons (on behalf of clients of IA, including funds of which an affiliate
is general partner) in Shares of the Issuer within the past sixty days (as of 8:00 AM on October 16, 2023), which have not previously
been reported on Schedule 13D are set forth on Schedule 5. |
| (d) | Clients of IA, including funds of which an affiliate is general partner, own the Shares which are the
subject of this Schedule 13D and have the right to receive or the power to direct the receipt of dividends from, or proceeds from the
sale of, the Shares. |
The filing of this Schedule 13D shall not be deemed an admission that
any of the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners
of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership
of the securities reported herein that he or it does not directly own.
SIGNATURES
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 16, 2023
/s/ Parsa
Kiai |
|
Parsa Kiai |
|
Steamboat Capital Partners, LLC
By: /s/Parsa Kiai, Managing Member
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Schedule 5
Transactions in the Shares of the Issuer During
the Last 60 Days
The following table set forth
all transactions in the Shares effected in the past sixty days (as of 8:00 AM on October 16, 2023) by the Reporting Persons on behalf
of clients of IA (including funds of which an affiliate is general partner) to the extent not previously reported on Schedule 13D. All
such transactions were effected in the open market through brokers, except for the redemption of 15,500 shares of Series D Cumulative
Convertible Preferred Stock (“Series D Shares”), payment for which was made in Shares. That transaction is reflected as a
redemption of Series D Shares on 9/25/23 and issuance of Shares on 10/05/23 at the approximate prices indicated in the Issuer’s
Current Report on Form 8-K filed on October 6, 2023. Series D Shares are convertible into Shares at a ratio of 0.1474 to 1 (rounded to
four decimal places) and Series B Convertible Preferred Shares are convertible into Shares at a ratio of .0625 to 1. Where a price range
is provided in the column Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average
price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($).
The price per share excludes commissions. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full
information regarding the number of Shares sold at each separate price.
Trade Date | |
Shares Purchased (Sold) | | |
Price per Share ($) | | |
Price Range ($) | |
| |
| | |
| | |
| |
Transactions in Shares |
| |
| | |
| | |
| |
10/05/23 | |
| 196,318 | | |
| 2.89 | | |
| | |
10/06/23 | |
| (57,438 | ) | |
| 1.3282 | | |
| 1.30-1.40 | |
10/11/23 | |
| (26,907 | ) | |
| 1.3561 | | |
| 1.35-1.42 | |
Transactions in Series D Cumulative Convertible Preferred Shares |
| |
| | | |
| | | |
| | |
9/25/23 | |
| (15,500 | ) | |
| 37.48 | | |
| | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
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| |
| | | |
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| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Transactions in Series B Convertible Preferred Shares |
| |
| | | |
| | | |
| | |
9/15/23 | |
| (62,184 | ) | |
| 1.4996 | | |
| 1.49-1.50 | |
| |
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