Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
27 Octubre 2023 - 1:46PM
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) |
Series
D Cumulative Convertible Preferred Stock |
(Title
of Class of Securities) |
Jeffrey
M. Rose, 24 Maple Ave., Rye, NY, 212-986-1703 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
October
25, 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 |
295,617 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
295,617 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
295,617 |
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) |
9.2% |
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 |
295,617 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
295,617 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
295,617 |
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) |
9.2% |
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 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 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. The aggregate percentage of Shares reported owned by each
person named herein is based upon 3,207,035 which is the number of Shares outstanding as
of October 16, reported by the Issuer on its website. |
| | |
| (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. |
| (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.
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. The sale of Shares represents a redemption of the Shares indicated. The price per share for the redemption on 9/25/23 represents
the approximate price per share redeemed as indicated in the Issuer’s Current Report on Form 8-K filed on October 6, 2023 and was
paid in common shares of the Issuer. The price per share for the redemption on 10/25/23 represents the calculated redemption price per
share though the the previous redemption was paid at a rate that was approximately $0.29 per share lower than the calculated redemption
price. Where a price range is provided in the column Price Range ($), the price reported in that row’s column Price Per Share ($)
is a weighted average price. These Shares were sold in multiple transactions at prices between the price ranges indicated in the column
Price Range ($). 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
($) | | |
Price
Range
($) | |
9/25/23 | |
| (15,500 | ) | |
| 37.48 | | |
| | |
10/25/23 | |
| (23,497 | ) | |
| 38.56 | | |
| | |
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