Franklin Michael Andrew's Form 4/A amendment
AmendedWheeler Real Estate Investment Trust, Inc. (WHLR) · filed Sep 21, 2021
- Accession no.
- 0001213900-21-049157
- Filed
- Sep 21, 2021, 5:29 PM ET
- Trade date
- Aug 13-19, 2021
- Filing delay
- 39 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 21, 2021
This filing lists 2 derivative transactions. It was filed 39 days after the trade.
This amendment replaces 0001213900-21-044204 (filed Aug 23, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Franklin Michael AndrewCIK 0001697904 | Officer (Interim CEO) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 13, 2021 | Subscription Rights (right to buy) | MOption exerciseDisposed | −1,069 | $0.00 | $0 | 0 | Direct | |
| Aug 19, 2021 | Common Stock | PPurchaseAcquired | +4,276 | $26,725.00 | – | – | Direct | Price outlier |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the Reporting Person's pro rata exercise of non-transferable subscription rights in the Issuer's rights offering (the "Rights Offering") for the purchase of up to $30 million in aggregate principal amount of the Issuer's 7.00% senior subordinated convertible notes due 2031 (the "Notes"). Pursuant to the Rights Offering, the Issuer distributed to holders of its common stock, as of 5:00 p.m. New York City time on June 1, 2021 (the "Record Date"), non-transferable subscription rights to purchase Notes. Each holder of the Issuer's common stock as of the Record Date received one right for each eight shares of the Issuer's common stock owned, and each right entitled a holder to purchase $25.00 principal amount of Notes.
- F2
The Rights Offering expired at 5:00 p.m. New York City time on August 13, 2021.
- F3
The Notes are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $6.25 per share (the "Conversion Price") (4 common shares for each $25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023 holders of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000 shares of Series D Preferred Stock in the aggregate, then the Conversion Price shall be adjusted to the lower of (i) a 45% discount to the Conversion Price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D Preferred Stock redeemed into shares of the Issuer's common stock.
- F4
Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held as of August 19, 2021, and assumes that the Issuer will later pay all interest thereon in cash.
- F5
The Notes subscribed for in the Rights Offering were delivered through the clearing systems of the Depository Trust Company and such delivery was completed on August 19, 2021.
Remarks
This Form 4 is being amended to correct the version previously filed on August 23, 2021, which incorrectly reported the Reporting Person's common stock ownership without taking into effect the Issuer's March 31, 2017 one-for-eight reverse stock split of its common stock (the "Reverse Stock Split"). The amount of common stock reflected on this Form 4 has been adjusted to reflect the Reverse Stock Split. All other information previously reported is unchanged.