Magnetar Financial SC 13G/AWheeler Real Estate Investment Trust / Magnetar Financial ownership change

* 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 the disclosures provided in a prior cover page.

The information required in 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).

(a)          The percentage in Row 11 of this table is based on the Reporting Person’s interpretation of the Ownership Limits (as defined in Item 2(a) of this Schedule 13G) as applicable to its security holdings in the Issuer.  The percentage represents 67,872 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table.  This 67,872 share figure is equal to 9.8% multiplied by 692,578 shares of the Issuer’s Common Stock, which product the Reporting Person has then rounded down to the nearest whole share.  This 692,578 share figure, which the Reporting Person has calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 624,706 shares of Common Stock outstanding as of September 6, 2024 (which figure is based on the Issuer’s outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on September 6, 2024, but which reported share figure the Reporting Persons have then adjusted for the Issuer’s one-for-three reverse stock split effected on September 19, 2024, as reported in its current report on Form 8-K filed with the SEC on September 17, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock (each as defined in Item 2(a) of this Schedule 13G) held by the Magnetar Vehicles (as defined in Item 2(a) of this Schedule 13G) into 67,872 shares of Common Stock.

This statement relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Issuer issuable to the Reporting Persons upon (a) the potential exercise of Common Stock Purchase Warrants (the “Warrants”) held by the Magnetar Vehicles (as defined below); (b) the potential conversion of the Issuer’s 7.00% Senior Subordinated Convertible Notes Due 2031 (the “Notes”) held by the Magnetar Vehicles; (c) the potential conversion of the Issuer’s 8.75% Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) held by the Magnetar Vehicles; and/or (d) the potential conversion of the Issuer’s 9% Series B Preferred Stock (the “Series B Preferred Stock”) held by the Magnetar Vehicles.  The ability of the Reporting Persons to so exercise and convert is, however, subject to the Ownership Limits described in the following paragraph.  The beneficial ownership figures and related percentages in this Amendment No. 6 are based on the Reporting Persons’ interpretation of the Ownership Limits as applicable to their security holdings in the Issuer.

The Issuer’s Charter provides that no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, more than (a) 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of the Issuer’s Common Stock or (b) 9.8% in value of the outstanding shares of all classes and series of the Issuer’s capital stock, in each case unless the Issuer’s board of directors grants a waiver from such limitation.  Each Warrant includes a similar limitation that restricts the number of warrant shares that may be acquired by a holder of that Warrant upon exercise to the extent necessary to ensure that following such exercise the total number of shares of Common Stock then beneficially owned (when aggregated pursuant to the Internal Revenue Code) does not exceed 9.8% of the total number of issued and outstanding shares of Common Stock.  We refer to these Charter and Warrant limitations together as the “Ownership Limits”.  Accordingly, and based on the Reporting Persons’ interpretation of the Ownership Limits as applicable to their security holdings in the Issuer, the Reporting Persons believe that their actual, beneficial and constructive ownership of the Issuer is limited to 9.8% of the Issuer’s then outstanding shares of Common Stock, or to 67,872 shares of Common Stock using the Issuer’s number of shares of Common Stock outstanding as of September 6, 2024 (which figure is based on the Issuer’s outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on September 6, 2024, but which reported share figure the Reporting Persons have then adjusted for the Issuer’s one-for-three reverse stock split effected on September 19, 2024, as reported in its current report on Form 8-K filed with the SEC on September 17, 2024).  The Reporting Persons describe the calculation of this share figure in the footnotes to the tables in this Amendment No. 6.

The Warrants, Notes, Series D Preferred Stock and Series B Preferred Stock are held by Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) and Magnetar Longhorn Fund LP (“Longhorn Fund”), both Delaware limited partnerships; and Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund – F LLC (“Alternative Fund F”) and Purpose Alternative Credit Fund – T LLC (“Alternative Fund T”), all Delaware limited liability companies.  In this Schedule 13G, we refer to the foregoing holders collectively as the “Magnetar Vehicles”.

Magnetar Financial serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund.  As such, Magnetar Financial exercises voting and investment power over securities held by the Magnetar Vehicles.

Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The Manager of Supernova Management is currently Mr. Snyderman.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

As of September 30, 2024, each of the Reporting Persons may be deemed to beneficially own 67,872 shares of Common Stock.  The Reporting Persons describe the calculation of this share figure in the footnotes to the tables in this Amendment No. 6.

As of September 30, 2024, each of the Reporting Persons may be deemed to be the beneficial owner of 9.8% of the total number of shares of Common Stock then outstanding.  This percentage is based on the Reporting Persons’ interpretation of the Ownership Limits as applicable to their prior and current security holdings in the Issuer.

This Item 5 is not applicable.

This Item 6 is not applicable.

Magnetar Financial is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund.  As such, Magnetar Financial exercises voting and investment power over the Magnetar Vehicles.

Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The current Manager of Supernova Management is Mr. Snyderman.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.