Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
27 Octubre 2023 - 1:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 6)
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
19, 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).
Page
2
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 |
43,575 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
43,575 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
43,575 |
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) |
1.3% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IA;
OO |
Page
3
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 |
43,575 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
43,575 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
43,575 |
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) |
1.3% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
HC;
IN |
Page
4
The following constitutes Amendment No. 6 to the Schedule 13D filed
by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth
herein.
| 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 295,617 shares of Series D Cumulative
Convertible Preferred Stock of the Issuer, which is convertible into common stock of the Issuer, 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 3,217,845
Shares outstanding as of October 16, 2023, as reported on the Issuer’s website, 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 27, 2023), which have not previously been reported on Schedule 13D are set forth
on Schedule 5. Transactions marked with an “S” represent short sales. In connection with such short sales, the
Reporting Persons (on behalf of clients of IA, including funds of which an affiliate is general partner) borrowed shares from a broker
in the ordinary course of business. |
| (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. |
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Item 5(c), to the extent it relates to short sales,
is incorporated herein by reference.
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.
Page
5
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 27, 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).
Page
6
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 27, 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 23,497 shares of Series D Cumulative Convertible Preferred Stock (“Series D
Shares”). That transaction is reflected as a redemption of Series D Shares on 10/25/23 at the calculated redemption price, though
the previous redemption was paid at a rate that was approximately $0.29 per share lower than the calculated redemption price. Series D
Shares are convertible into Shares at a ratio of 0.1474 to 1 (rounded to four decimal places). Where a price range is provided in the
column Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average price. These
Shares were purchased or sold in multiple transactions at prices between the price ranges indicated in the column Price Range ($). 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. Short sales are marked with an S next to the number of shares sold.
Trade
Date | |
Shares
Purchased
(Sold) | | |
Price
per
Share
($) | | |
Price
Range
($) | |
| |
| | |
| | |
| |
Transactions
in Shares | |
| |
| | |
| | |
| |
10/19/2023 | |
| (36,954 | ) | |
| 1.1654 | | |
| 1.14-1.19 | |
10/19/2023 | |
| (80,000 | ) | |
| 1.0408 | | |
| .99-1.11 | |
10/19/2023 | |
| (8,213 | )(S) | |
| 0.991 | | |
| .9901-1.0001 | |
10/25/2023 | |
| (100,000 | )(S) | |
| 0.967 | | |
| .9201-1.05 | |
10/26/2023 | |
| (93,968 | )(S) | |
| .9406 | | |
| .94-.9505 | |
| |
| | | |
| | | |
| | |
Transactions
in Series D Cumulative Convertible Preferred Shares |
| |
| | | |
| | | |
| | |
10/25/23 | |
| (23,497 | ) | |
| 38.56 | | |
| | |
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