SC 13G/A: Wheeler Real Estate Investment Trust, Inc.

AI Summary

SC 13G/A filing by Wheeler Real Estate Investment Trust, Inc..

Risk Assessment

Risk Level: low

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Filing Documents

• fp0091308-1_sc13ga.htm (SC 13G/A) — 85KB
• fp0091308-1_ex1.htm (EX-1) — 6KB
• 0001398344-24-022796.txt ( ) — 93KB

(a)

Item 1. (a) Name of Issuer: Wheeler Real Estate Investment Trust, Inc. (b) Address of Issuer’s Principal Executive Offices: 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia 23452

(a)

Item 2. (a) Name of Person Filing: This Schedule 13G is being filed by Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Series D Cumulative Convertible Preferred Stock of the Issuer (the “Preferred Stock”) owned directly by MCF. TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Preferred Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Preferred Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Preferred Stock. (b) Address of Principal Business Office or, if None, Residence: 1601 Dodge Street, Suite 3300 Omaha, Nebraska (c) Citizenship: MCF is a Delaware limited partnership. TMG is a Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen. (d) Title of Class of Securities: Series D Cumulative Convertible Preferred Stock (e) CUSIP Number: 963025606

If

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); CUSIP NO. 963025606 13G Page 6 of 8 Pages (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: Mr. Peterson may be deemed the beneficial owner of 125,290 shares of Common Stock held for the account of MCF. TMG may be deemed the beneficial owner of 125,290 shares of Common Stock held for the account of MCF. MCF may be deemed the beneficial owner of 125,290 shares of Common Stock that it holds. (b) Percent of class: The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Stock beneficially owned by each of the Reporting Persons by 2,357,209, the number of shares of Stock outstanding as of November 6, 2024, as reported on the 8-K filed by the Issuer on November 6, 2024, with the Securities and Exchange Commission. (c) Number of shares as to which the person has: The

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