Business: Wheeler Real Estate Investment Trust, Inc., 9.00% Series B Cumulative Convertible Preferred Stock, liquidation preference $25 per share, not redeemable at the issuer's option at any time, and with no stated maturity. <p> Cumulative distributions of 9.00% per annum ($2.25 per annum or $0.5625 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date that will be each day of the calendar quarter immediately preceding the calendar quarter in which the Dividend Payment Date falls or such other date fixed by the board, not more than 90 days prior to the payment date (NOTE: the ex-dividend date is the record date). <p> Dividends paid by preferreds issued by REITs are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. <p> The preferred stock is convertible any time at the holder's option into common shares of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) at an initial conversion price of $5.00 per common share. To the extent the 20-trading day volume-weighted average closing price of the common stock exceeding $7.25 per share on the Nasdaq Capital Market, each share of Series B Preferred Stock will, on the date following the record date for their next dividend payment, automatically convert into shares of common stock at an initial conversion price equal to $5.00 per share. <p> This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company.