Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
______________________________________________________________________________
Wheeler Real Estate Investment Trust, Inc.
(Name of Issuer)
Series D Cumulative Convertible Preferred Stock, no par value per share
(Title of Class of Securities)
963025606
(CUSIP Number)
JAMES C. PAPPAS
JCP INVESTMENT MANAGEMENT, LLC
1177 West Loop South, Suite 1320
Houston, TX 77027
(713) 333-5540
Jeffrey L. Kochian
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
(212) 872-8069
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 12, 2020
(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
for other parties to whom copies are to be sent.
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1
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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.
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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).
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CUSIP NO. 963025606
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1
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NAME OF REPORTING PERSON
JCP Investment Partnership, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
258,548
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
258,548
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,548
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 963025606
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1
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NAME OF REPORTING PERSON
JCP Investment Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
258,548
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
258,548
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,548
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 963025606
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1
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NAME OF REPORTING PERSON
JCP Investment Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
258,548
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
258,548
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,548
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 963025606
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1
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NAME OF REPORTING PERSON
JCP Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
305,883
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
305,883
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,883
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 963025606
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1
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NAME OF REPORTING PERSON
James C. Pappas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
305,883
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
305,883
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,883
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE OF REPORTING PERSON
IN
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Amendment No. 5 to Schedule 13D
The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the undersigned. This Amendment No. 5 amends and supplements the Schedule 13D
as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by
reference in all other items, as applicable.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended to add:
JCP Management also serves as the investment manager of certain managed accounts that hold Shares.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares owned by JCP Partnership and held in certain accounts managed by JCP Management (the “JCP Account”) were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business), except as otherwise noted. Of the 258,548 Shares beneficially owned by JCP Partnership, 224,960 of such Shares have an aggregate purchase price of approximately $3,750,237, excluding brokerage
commissions, and 33,588 of such Shares were acquired in connection with the in-kind contribution as further explained in Amendment No. 3 to the Schedule 13D. The aggregate purchase price of the 47,335 Shares held in the JCP Account is approximately
$602,987, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon 3,600,636 Shares outstanding as of June 30, 2020, which is the total number of Shares outstanding
as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2020.
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A.
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JCP Partnership
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(a)
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As of the close of business on August 13, 2020, JCP Partnership beneficially owned 258,548 Shares.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 258,548
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 258,548
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4. Shared power to dispose or direct the disposition: 0
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B.
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JCP Partners
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(a)
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JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 258,548 Shares held by JCP Partnership.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 258,548
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 258,548
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4. Shared power to dispose or direct the disposition: 0
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C.
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JCP Holdings
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(a)
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JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 258,548 Shares held by JCP Partnership.
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Percentage: Approximately 7.2%
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(b)
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1. Sole power to vote or direct vote: 258,548
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 258,548
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4. Shared power to dispose or direct the disposition: 0
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D.
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JCP Management
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(a)
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JCP Management, as the investment manager of JCP Partnership and the JCP Account, may be deemed the beneficial owner of the 305,883 Shares held by JCP Partnership and the JCP Account.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 305,883
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 305,883
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4. Shared power to dispose or direct the disposition: 0
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E.
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Mr. Pappas
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(a)
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Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the 305,883 Shares held by JCP Partnership and the JCP Account.
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Percentage: Approximately 8.5%
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(b)
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1. Sole power to vote or direct vote: 305,883
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 305,883
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4. Shared power to dispose or direct the disposition: 0
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The filing of this Schedule 13D shall not be deemed an admission that 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 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.
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(c)
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The transactions in the Shares on behalf of the JCP Account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2020
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JCP Investment Partnership, LP
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By:
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JCP Investment Management, LLC
Investment Manager
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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JCP Investment Partners, LP
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By:
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JCP Investment Holdings, LLC
General Partner
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Holdings, LLC
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Management, LLC
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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/s/ James C. Pappas
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James C. Pappas
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SCHEDULE A
The following tables sets forth all transactions by the Reporting Persons with respect to Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 13,
2020. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table excludes commissions paid in per share prices.
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Shares of Series D Cumulative
Convertible Preferred
Stock Purchased
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Price Per
Share($)
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Date of
Purchase
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THE JCP ACCOUNT
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7,835
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12.3981
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7/08/2020
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2,000
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12.40
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7/09/2020
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7,500
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12.5631
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7/10/2020
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10,000
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12.75
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7/14/2020
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2,200
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12.75
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8/10/2020
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500
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12.75
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8/11/2020
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17,300
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13.00
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8/12/2020
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