Activist Investor Joseph Stilwell Amends WHLR Stake (Amendment 34)

TL;DR

**Activist investor Joseph Stilwell just updated his WHLR stake, signaling potential ongoing influence.**

AI Summary

Joseph Stilwell, a significant shareholder in Wheeler Real Estate Investment Trust, Inc. (WHLR), filed an Amendment No. 34 to his Schedule 13D on February 7, 2024, indicating a change in his beneficial ownership. This filing updates previous disclosures regarding his stake in the company's Common Stock, par value $0.01 per share. This matters to investors because Stilwell is an activist investor, and changes in his holdings or intentions can signal potential future corporate actions or influence on management, impacting the stock's value.

Why It Matters

Joseph Stilwell is known for his activist investing, and any update to his Schedule 13D/A filing for Wheeler Real Estate Investment Trust, Inc. could signal his ongoing influence or potential future strategic moves concerning the company.

Risk Assessment

Risk Level: medium — The risk is medium because changes in an activist investor's position can lead to volatility or strategic shifts within the company, which may or may not benefit all shareholders.

Analyst Insight

Investors should monitor future filings by Joseph Stilwell and Wheeler Real Estate Investment Trust, Inc. for any indications of changes in ownership percentages or stated intentions, as these could precede significant corporate actions or shifts in company strategy.

Key Players & Entities

• Joseph Stilwell (person) — Activist investor and reporting person for the SC 13D/A filing
• Wheeler Real Estate Investment Trust, Inc. (company) — The subject company (issuer) of the securities
• $0.01 (dollar_amount) — Par value per share of the Common Stock
• February 5, 2024 (date) — Date of event requiring the filing of this statement
• February 7, 2024 (date) — Date the SC 13D/A filing was made

Forward-Looking Statements

• Joseph Stilwell will continue to exert influence over Wheeler Real Estate Investment Trust, Inc.'s strategic decisions. (Joseph Stilwell) — medium confidence, target: Within the next 6-12 months

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $55,867.03 — l Activist Fund has expended a total of $55,867.03 to acquire 196,137 shares of Common Sto
• $92,023.87 — ist Investments has expended a total of $92,023.87 to acquire 323,101 shares of Common Sto

Filing Documents

• sc13da3410318009_02072024.htm (SC 13D/A) — 343KB
• 0001193805-24-000141.txt ( ) — 345KB

Security and Issuer

Item 1. Security and Issuer This is the thirty-fourth amendment (this “Thirty-Fourth Amendment”) to the original Schedule 13D, which was filed on July 3, 2017 (the “Original Schedule 13D”) and amended on August 8, 2017 (the “First Amendment”), on December 4, 2017 (the “Second Amendment”), on January 17, 2018 (the “Third Amendment”), on June 19, 2018 (the “Fourth Amendment”), on June 22, 2018 (the “Fifth Amendment”), on June 27, 2018 (the “Sixth Amendment”), on July 9, 2018 (the “Seventh Amendment”), on July 24, 2018 (the “Eighth Amendment”), on August 16, 2018 (the “Ninth Amendment”), on September 5, 2018 (the “Tenth Amendment”), on September 18, 2018 (the “Eleventh Amendment”), on October 29, 2018 (the “Twelfth Amendment”), on April 15, 2019 (the “Thirteenth Amendment”), on May 7, 2019 (the “Fourteenth Amendment”), on June 7, 2019 (the “Fifteenth Amendment”), on July 8, 2019 (the “Sixteenth Amendment”), on October 24, 2019 (the “Seventeenth Amendment”), on November 14, 2019 (the “Eighteenth Amendment”), on November 19, 2019 (the “Nineteenth Amendment”), on January 2, 2020 (the “Twentieth Amendment”), on June 17, 2020 (the “Twenty-First Amendment”), on August 12, 2020 (the “Twenty-Second Amendment”), on September 22, 2020 (the “Twenty-Third Amendment”), on December 29, 2020 (the “Twenty-Fourth Amendment”), on May 26, 2021 (the “Twenty-Fifth Amendment”), on August 24, 2021 (the “Twenty-Sixth Amendment”), on July 7, 2022 (the “Twenty-Seventh Amendment”), on September 1, 2022 (the “Twenty-Eighth Amendment”), on January 6, 2023 (the “Twenty-Ninth Amendment”), on October 2, 2023 (the “Thirtieth Ame

Identity and Background

Item 2. Identity and Background (a)-(c) This statement is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Associates in Joseph Stilwell’s capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Associates. The business address of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value LLC is 111 Broadway, 12 th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901. The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Associates are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and related partnerships. 8 CUSIP No. 963025887 (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Joseph Stilwell is a citizen of the Unit

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Other than as disclosed in Item 6, since we last reported purchases and sales of Common Stock, Stilwell Value Partners VII has not expended any monies to acquire securities of the Issuer. Since we last reported purchases and sales of Common Stock, Stilwell Activist Fund has expended a total of $55,867.03 to acquire 196,137 shares of Common Stock. Such funds were provided from Stilwell Activist Fund’s working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business. Since we last reported purchases and sales of Common Stock, Stilwell Activist Investments has expended a total of $92,023.87 to acquire 323,101 shares of Common Stock. Such funds were provided from Stilwell Activist Investments’ working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Interactive Brokers extended in the ordinary course of business. Other than as disclosed in Item 6, since we last reported purchases and sales of Common Stock, Stilwell Associates has not expended any monies to acquire securities of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction We are filing this Thirty-Fourth Amendment to report that on February 5, 2024, the Group entered into the Excepted Holder Agreement Amendment with the Issuer, which is defined and further discussed in Item 6 of this Thirty-Fourth Amendment and incorporated by reference to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. Our purpose in acquiring the Common Stock of the Issuer is to profit from the appreciation in the Issuer’s securities and the market price of the shares of Common Stock through asserting shareholder rights. Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Since 2000, members or affiliates of the Group have taken an ‘activist position’ in 74 other publicly-traded companies. Currently, members or affiliates of the Group file Schedules 13D to disclose greater than 5% positions only in SEC-reporting companies. For simplicity, these affiliates are referred to below as the “Group,” “we,” “us,” or “our.” In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies’ assets were not adequately reflected in the market prices of their shares. Our actions are described below. We have categorized the descriptions of our actions with regard to the issuers based upon certain outcomes (whether or not, directly or indirectly, such outcomes resulted from the

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