Amended Statement of Beneficial Ownership (sc 13d/a)
21 12월 2022 - 8:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
Wheeler
Real Estate Investment Trust, Inc. |
(Name
of Issuer) |
Common
Stock, $0.01 par value |
(Title of Class of Securities) |
Jeffrey M. Rose, 31 Old Wagon Road, Old Greenwich CT 06870, 212-986-1703 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
December 20, 2022 |
(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 |
764,391 |
8 |
SHARED
VOTING POWER |
|
9 |
SOLE
DISPOSITIVE POWER |
764,391 |
10 |
SHARED
DISPOSITIVE POWER |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
764,391 |
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) |
7.3% |
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 |
764,391 |
8 |
SHARED VOTING POWER |
|
9 |
SOLE DISPOSITIVE POWER |
764,391 |
10 |
SHARED DISPOSITIVE POWER |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
764,391 |
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) |
7.3% |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
HC; IN |
Page 4
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3
amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration
The Shares as to which this
report on Schedule 13D is being filed were acquired at an aggregate price (excluding commissions) of approximately $6.7 million and were
purchased by clients of IA (including funds of which an affiliate is general partner) with working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to
add the following:
On December 20, 2022, IA sent
a letter (a copy of which is attached hereto as Exhibit 99.4) via email to the Board of Directors of the Issuer. In this letter
IA explained why it does not intend to tender shares of Series D Preferred Stock of the Issuer held by its clients and therefore does
not intend to consent to the proposed amendments to the charter of the Issuer adversely affecting the rights of the Series D Preferred
Stock. Steamboat also expressed its view on the value of the Issuer and the need to negotiate with all stakeholders to address the
challenges the Issuer faces.
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 50,000 Shares, 392,716 shares of Series D Cumulative Convertible Preferred Stock of the Issuer, which is convertible into common
stock of the Issuer, and 216,781 shares of Series B 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 9,793,494 Shares outstanding as of November
4, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the
SEC on November 8, 2022, plus Shares which would be acquired on the conversion of the preferred stock included in this Schedule 13D as
provided by Rule 13d-3. |
Page 5
| (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 December 20, 2022), 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.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to
add the following:
Page 6
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: December 20, 2022
/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 7
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 by the Reporting Persons on behalf of clients of IA. All such transactions
were transactions in the common stock of the Issuer and were effected in the open market through brokers and the price per share excludes
commissions. 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 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 ($) | | |
Price Range ($) | |
|
11/9/2022 | |
| 15,193 | | |
| 1.7176 | | |
| 1.64-1.75 | |
11/11/2022 | |
| 8,417 | | |
| 1.6573 | | |
| 1.65-1.75 | |
11/14/2022 | |
| 6,834 | | |
| 1.7672 | | |
| 1.74-1.78 | |
11/21/2022 | |
| 10,000 | | |
| 1.8185 | | |
| 1.775-1.85 | |
11/22/2022 | |
| 1,700 | | |
| 1.85 | | |
| | |
11/28/2022 | |
| 5,470 | | |
| 1.8734 | | |
| 1.81-1.90 | |
11/29/2022 | |
| 2,386 | | |
| 1.9 | | |
| | |
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