SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Steamboat Capital Partners, LLC

(Last) (First) (Middle)
31 OLD WAGON ROAD

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2021
3. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLRD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Cumulative Convertible Preferred Stock (1) (1) Common Stock, $0.01 par value 484,725 16.96 I See footnote(3)(6)
Series D Cumulative Convertible Preferred Stock (1) (1) Common Stock, $0.01 par value 6,366 16.96 I See footnote(4)(6)
Series D Cumulative Convertible Preferred Stock (1) (1) Common Stock, $0.01 par value 58,375 16.96 I See footnote(5)(6)
Series B Convertible Preferred Stock (2) (2) Common Stock, $0.01 par value 117,109 40 I See footnote(3)(6)
Series B Convertible Preferred Stock (2) (2) Common Stock, $0.01 par value 1,623 40 I See footnote(4)(6)
Series B Convertible Preferred Stock (2) (2) Common Stock, $0.01 par value 7,554 40 I See footnote(5)(6)
1. Name and Address of Reporting Person*
Steamboat Capital Partners, LLC

(Last) (First) (Middle)
31 OLD WAGON ROAD

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kiai Parsa

(Last) (First) (Middle)
31 OLD WAGON ROAD

(Street)
OLD GREENWICH CT 06870

(City) (State) (Zip)
Explanation of Responses:
1. Convertible at any time.
2. Convertible at any time, but subject to mandatory conversion if the 20-trading day volume-weighted average closing price of the Common stock, $0.01 par value, exceeds $58.
3. Shares are owned by Steamboat Capital Partners Master Fund, LP (Master), which owns 328, 828 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 187,375 shares of Series B Convertible Preferred Stock (Series B). Master has delegated investment discretion to Steamboat Capital Partners, LLC (IA).
4. Shares are owned by Steamboat Capital Partners II, LP (II) which owns 4319 shares of Series D and 2597 shares of Series B.
5. Shares are owned by certain accounts managed by IA, which own 39,601 shares of Series D and 12,087 shares of Series B.
6. Steamboat Capital Partners GP, LLC (GP) is the general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnote 5 (the MA). Parsa Kiai (Kiai) is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in shares owned by Master and II and IA and Kiai may be deemed ot have a pecuniary interest in shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group, and each disclaims beneficial ownership of securities reported hereon except to the extent of his or its pecuniary interest.
/s/ Parsa Kiai, Managing Member, Steamboat Capital Partners LLC 06/04/2021
/s/ Parsa Kiai 06/04/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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