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Actionable news in WHLR: Wheeler Real Estate Investment Trust, Inc.,

Schedule 13D

Filed by: STILWELL JOSEPH
Total Shares: 707,863
Subject Company: Wheeler Real Estate Investment Trust, Inc. - View Complete Ownership History Backtest
Filed as of Date: 07/03/2017
Event Date: 06/21/2017
Overall % Ownership: 8.2

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Stilwell Value Partners VII, LP 0 707,863 0 707,863 707,863 8.2%
Stilwell Activist Fund, LP 0 707,863 0 707,863 707,863 8.2%
Stilwell Activist Investments, LP 0 707,863 0 707,863 707,863 8.2%
Stilwell Value LLC 0 707,863 0 707,863 707,863 8.2%
Joseph Stilwell 0 707,863 0 707,863 707,863 8.2%

Raw Filing Contents

0001144204-17-035478.txt : 20170703

0001144204-17-035478.hdr.sgml : 20170703
20170703170037
ACCESSION NUMBER:		0001144204-17-035478
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20170703
DATE AS OF CHANGE:		20170703
GROUP MEMBERS:		STILWELL ACTIVIST FUND, L.P.
GROUP MEMBERS:		STILWELL ACTIVIST INVESTMENTS, L.P.
GROUP MEMBERS:		STILWELL VALUE LLC
GROUP MEMBERS:		STILWELL VALUE PARTNERS VII, L.P.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Wheeler Real Estate Investment Trust, Inc.
		CENTRAL INDEX KEY:			0001527541
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				452681082
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-88329
		FILM NUMBER:		17945742

	BUSINESS ADDRESS:	
		STREET 1:		RIVERSEDGE NORTH
		STREET 2:		2529 VIRGINIA BEACH BLVD., SUITE 200
		CITY:			VIRGINIA BEACH
		STATE:			VA
		ZIP:			23452
		BUSINESS PHONE:		757-627-9088

	MAIL ADDRESS:	
		STREET 1:		RIVERSEDGE NORTH
		STREET 2:		2529 VIRGINIA BEACH BLVD., SUITE 200
		CITY:			VIRGINIA BEACH
		STATE:			VA
		ZIP:			23452

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STILWELL JOSEPH
		CENTRAL INDEX KEY:			0001113303

	FILING VALUES:
		FORM TYPE:		SC 13D

	MAIL ADDRESS:	
		STREET 1:		111 BROADWAY, 12TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10006

SC 13D 1 v470217_sc13d.htm SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Common Stock, par value $0.01 per share

Mr. Joseph Stilwell

111 Broadway, 12th Floor

Telephone: (212) 269-1551

Authorized to Receive Notices and Communications)

June 21, 2017
(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. ¨

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).

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Stilwell Value Partners VII, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

6.

Citizenship or Place of Organization:

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 707,863
9. Sole Dispositive Power: 0

10. Shared Dispositive Power: 707,863

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 707,863

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

13.

Percent of Class Represented by Amount in Row (11): 8.2%

14.

Type of Reporting Person (See Instructions)

PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Stilwell Activist Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

6.

Citizenship or Place of Organization:

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 707,863
9. Sole Dispositive Power: 0

10. Shared Dispositive Power: 707,863

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 707,863

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

13.

Percent of Class Represented by Amount in Row (11): 8.2%

14.

Type of Reporting Person (See Instructions)

PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Stilwell Activist Investments, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC, OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

6.

Citizenship or Place of Organization:

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 707,863
9. Sole Dispositive Power: 0

10. Shared Dispositive Power: 707,863

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 707,863

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

13.

Percent of Class Represented by Amount in Row (11): 8.2%

14.

Type of Reporting Person (See Instructions)

PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Stilwell Value LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions) n/a

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) x

6.

Citizenship or Place of Organization:

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 707,863
9. Sole Dispositive Power: 0

10. Shared Dispositive Power: 707,863

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 707,863

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

13.

Percent of Class Represented by Amount in Row (11): 8.2%

14.

Type of Reporting Person (See Instructions)

OO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Joseph Stilwell

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b)

3.

SEC Use Only

4.

Source of Funds (See Instructions) n/a

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) x

6.

Citizenship or Place of Organization:

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 707,863
9. Sole Dispositive Power: 0

10. Shared Dispositive Power: 707,863

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 707,863

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

13.

Percent of Class Represented by Amount in Row (11): 8.2%

14.

Type of Reporting Person (See Instructions)

IN

Item 1. Security and Issuer

This Schedule 13D is being filed jointly by Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”); Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments, L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”), and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC. The filers of this statement are collectively referred to herein as the “Group.”

This statement relates to the common stock, par value $0.01 per share (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 2529 Virginia Beach Boulevard, Suite 200, Virginia Beach, Virginia 23452. The joint filing agreement of the members of the Group is attached as Exhibit 1 to this Schedule 13D.

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, and Stilwell Activist Investments 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, and Stilwell Activist Investments.

The business address of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC, and Joseph Stilwell is 111 Broadway, 12th Floor, New York, New York 10006.

The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments 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, and related partnerships.

(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, except as indicated in Schedule A attached hereto.

(f) Joseph Stilwell is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Stilwell Value Partners VII has expended a total of $1,030,970 to acquire 106,179 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Jefferies LLC extended in the ordinary course of business.

Stilwell Activist Fund has expended a total of $642,624 to acquire 66,185 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.

Stilwell Activist Investments has expended a total of $5,199,431 to acquire 535,499 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.

All purchases of shares of Common Stock made by the Group using funds borrowed from Jefferies LLC or Morgan Stanley, if any, were made in margin transactions on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based on the broker’s call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.

Item 4. Purpose of Transaction

We hope to work with the Issuer’s board of directors to maximize shareholder value. We oppose any additional offerings of preferred securities by the Issuer.

Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer’s assets is adequately reflected in the current market price of the Issuer’s Common Stock.

Since 2000, affiliates of the Group have filed Schedule 13Ds to report greater than 5% positions in 60 other publicly traded companies. For simplicity, these affiliates are referred to 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 each situation, 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 actions of the Group). Within each category the descriptions are listed in chronological order based upon the respective filing dates of the originally-filed Schedule 13Ds.

I. After we asserted shareholder rights, the following issuers were sold or merged:

Security of Pennsylvania Financial Corp. (“SPN”) - We filed our original Schedule 13D to report our position on May 1, 2000. We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.

Cameron Financial Corporation (“Cameron”) - We filed our original Schedule 13D to report our position on July 7, 2000. We exercised our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp.

Community Financial Corp. (“CFIC”) - We filed our original Schedule 13D to report our position on January 4, 2001, following CFIC’s announcement of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. We reported that we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC’s management had agreed to meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger with First Financial Corporation.

Montgomery Financial Corporation (“Montgomery”) - We filed our original Schedule 13D to report our position on February 23, 2001. On April 20, 2001, we met with Montgomery’s management and suggested that they maximize shareholder value by selling the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery was sold. Eleven days after we filed our Schedule 13D, however, Montgomery’s board amended its bylaws to limit the pool of potential nominees to local persons with a banking relation and to shorten the deadline to nominate an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001, Montgomery announced that it had hired an investment banker to explore a sale. On July 24, 2001, Montgomery announced its merger with Union Community Bancorp.

Community Bancshares, Inc. (“COMB”) - We filed our original Schedule 13D reporting our position on March 29, 2004. We disclosed that we intended to meet with COMB’s management and evaluate management’s progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing assets, and that we would likely support management if it effectively addressed COMB’s challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB’s management had made progress, COMB’s return on equity would likely remain below average for the foreseeable future, and it should therefore be sold. We also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May 1, 2006, COMB announced its sale to The Banc Corporation.

FedFirst Financial Corporation (“FFCO”) - We filed our original Schedule 13D reporting our position on September 24, 2010. After several meetings with management, FFCO completed a meaningful number of share repurchases, and on April 14, 2014, FFCO announced its sale to CB Financial Services, Inc.

SP Bancorp, Inc. (“SPBC”) - We filed our original Schedule 13D reporting our position on February 28, 2011. On August 9, 2013, we met with management and the chairman to assess the best way to maximize shareholder value. SPBC completed a meaningful number of share repurchases, and on May 5, 2014, SPBC announced its sale to Green Bancorp Inc.

TF Financial Corporation (“THRD”) - We filed our original Schedule 13D reporting our position on November 29, 2012. We met with the CEO and the chairman, encouraging them to focus only on accretive acquisitions and to repurchase shares up to book value. They subsequently did both. On June 4, 2014, THRD announced its sale to National Penn Bancshares, Inc.

Jefferson Bancshares, Inc. (“JFBI”) - We filed our original Schedule 13D reporting our position on April 8, 2013. Our shareholder proposal requesting the board seek outside assistance to maximize shareholder value through actions such as a sale or merger was defeated at JFBI’s 2013 annual meeting. We met with management and the board of directors and told them that we would seek board representation at JFBI’s 2014 annual meeting if JFBI did not announce its sale. JFBI announced its sale on January 23, 2014.

Fairmount Bancorp, Inc. (“FMTB”) - We filed our original Schedule 13D reporting our position on September 21, 2012. On February 25, 2014, we reported our intention to seek board representation at FMTB’s 2015 annual meeting if FMTB did not announce its sale. However, due to the appointment of our representative to another board in the local area, we were unable to nominate our representative at the 2015 election of FMTB directors. We reiterated our intent to seek board representation at the earliest possible time if FMTB was not sold. FMTB’s sale was announced on April 16, 2015.

Harvard Illinois Bancorp, Inc. (“HARI”) - We filed our original Schedule 13D reporting our position on April 1, 2011. In 2012, we nominated a director for election at HARI’s 2012 annual meeting and communicated our belief that HARI should merge with a stronger community bank. Our nominee was not elected, so we nominated a director at HARI’s 2013 annual meeting and stated our position that HARI should be sold. We communicated to stockholders our intent to run a nominee every year until elected, and we nominated a director at HARI’s 2014 annual meeting. Our nominee was not elected, so in April 2015, we began soliciting stockholder votes for our nominee for HARI’s 2015 annual meeting. On May 21, 2015, HARI announced the sale of its subsidiary bank to State Bank in Wonder Lake, IL. We subsequently withdrew our solicitation of proxies...


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