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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 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 B Convertible Preferred Stock | $ 40 | 04/24/2014 | P | 6,500 | (3) | (3) | Common Stock | 4,062.50 | $ 24.99 | 6,500 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Series B Convertible Preferred Stock | $ 40 | 09/12/2014 | P | 4,500 | (3) | (3) | Common Stock | 2,812.50 | $ 24.99 | 11,000 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $ 44 | 04/24/2014 | P | 7,800 | (4) | (4) | Common Stock | 975 | $ 0.008 | 7,800 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $ 44 | 09/12/2014 | P | 3,000 | (4) | (4) | Common Stock | 375 | $ 0.008 | 10,800 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Common Stock Warrants | $ 44 | 09/24/2014 | P | 2,400 | (4) | (4) | Common Stock | 300 | $ 0.008 | 13,200 | I | Held by a Trust in which Mr. Zwerdling serves as Co-Trustee | |||
Series D Cumulative Covertible Preferred Stock | $ 16.96 | (5) | (5) | Common Stock | 1,474 | 1,000 | D | ||||||||
Series D Cumulative Covertible Preferred Stock | $ 16.96 | (5) | (5) | 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 | 03/01/2019 | |
**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) | These shares of common stock were acquired prior to Wheeler Real Estate Investment Trust, Inc.'s (the "Company") one-for-eight reverse stock split (the "Reverse Stock Split") that was effected on March 31, 2017. |
(2) | Adjusted for the Company's Reverse Stock Split. |
(3) | Each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into shares of the Company's common stock at $40.00 per share. The Series B Stock has no expiration date. |
(4) | The common stock warrants are excercisable at $44.00 per share. The common stock warrants expire on April 29, 2019. |
(5) | Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into shares of the Company's common stock at $16.96 per share. The Series D Stock has no expiration date. |