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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Cumulative Covertible Preferred Stock | $ 16.96 | (2) | (2) | Common Stock | 1,474 | 1,000 | D | ||||||||
Series D Cumulative Covertible Preferred Stock | $ 16.96 | (2) | (2) | Common Stock | 5,896 | 4,000 | I | Owned by spouse | |||||||
Series B Convertible Preferred Stock | $ 40 | (3) | (3) | Common Stock | 2,500 | 4,000 | I | Held in profit sharing plan | |||||||
Series B Convertible Preferred Stock | $ 40 | (3) | (3) | Common Stock | 6,250 | 10,000 | D | ||||||||
Common Stock Warrants | $ 44 | (4) | (4) | Common Stock | 1,500 | 12,000 | D | ||||||||
Common Stock Warrants | $ 44 | (4) | (4) | Common Stock | 600 | 4,800 | I | Held in profit sharing plan |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zwerdling Jeffrey M. RIVERSEDGE NORTH, 2529 VIRGINIA BEACH BLVD., SUITE 200 VIRGINIA BEACH, VA 23452 |
X |
/s/ Jeffrey M. Zwerdling | 09/06/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Granted for second quarter board fees based upon the closing price of Wheeler Real Estate Investment Trust, Inc.'s common stock on June 29, 2018. |
(2) | Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") became convertible into shares of the Company's common stock at $16.96 per share upon completion of the Company's September 2016, December 2016 and January 2018 public offerings of Series D Stock. The Series D Stock has no expiration date. |
(3) | Each share of Series B Convertible Preferred Stock (the "Series B Stock") became convertible into shares of the Company's common stock at $40.00 per share upon completion of the Company's April and September 2014 public offerings of Series B Stock and common stock warrants. The Series B Stock has no expiration dates. |
(4) | The common stock warrants became exercisable at $44.00 per share upon completion of the Company's April and September 2014 public offerings of Series B Stock and common stock warrants. The common stock warrants expire on April 29, 2019. |