SCHEDULE 13G/A: Ursa Funds Withdraw SEC Filing for Wheeler REIT Preferred Stock, Citing Non-Voting Status

Ursa Fund Management LLC and its affiliates have withdrawn their Schedule 13G filing for Wheeler Real Estate Investment Trust, Inc.'s Series D Cumulative Preferred Stock, stating the shares are non-voting and thus do not trigger beneficial ownership reporting requirements.

Summary

• Ursa Fund Management LLC, Ursa Fund Partners LP, Investment Opportunities 14 Segregated Portfolio, Andrew Hahn, and Russell Douglas (collectively, the "Reporting Persons") have filed an Amendment No. 1 to their Schedule 13G.
• The amendment serves to withdraw the initial Schedule 13G filing, which was made on November 7, 2024.
• The Reporting Persons previously held an aggregate beneficial ownership of 315,000 shares of Wheeler Real Estate Investment Trust, Inc.'s Series D Cumulative Preferred Stock.
• This ownership represented 13.36% of the total 2,357,209 Series D Cumulative Preferred Stock shares outstanding as of November 5, 2024.
• The withdrawal is based on the determination that the Series D Cumulative Preferred Stock is not a voting security, and therefore, its ownership does not subject the Reporting Persons to Section 13(d) of the Securities Exchange Act of 1934.
• The initial filing was made under the mistaken belief that beneficial ownership of more than 5% of the Series D Preferred Stock required reporting under Section 13(d).

Sentiment

Score: 5

Explanation: The document is a neutral, technical regulatory filing correcting a previous submission. It contains no positive or negative operational or financial information about the company.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's business or financial performance.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing is a technical regulatory disclosure related to beneficial ownership of a specific class of securities and does not provide broader industry context or trends. It highlights the importance of accurately classifying securities for reporting purposes within the investment management sector.

Stakeholder Impact

• Shareholders: Provides clarity on the beneficial ownership structure of the Series D Preferred Stock, confirming that the reported stake does not confer voting control.
• Regulatory Authorities: Demonstrates compliance with SEC reporting requirements through the correction and withdrawal of an erroneously filed statement.

Next Steps

• The reporting persons will no longer report their ownership of the Series D Preferred Stock, as it is not a voting security and does not trigger Section 13(d) reporting requirements.

Key Dates

Keywords

Schedule 13G, SEC filing, beneficial ownership, preferred stock, Wheeler Real Estate Investment Trust, Ursa Fund Management, non-voting securities, regulatory compliance