Sec Form 4 Filing - Corbin Capital Partners, L.P. @ Wheeler Real Estate Investment Trust, Inc. - 2023-10-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Corbin Capital Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol Wheeler Real Estate Investment Trust, Inc. [ WHLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% beneficial owner (Last) (First) (Middle) 590 MADISON AVENUE, 31ST FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 10/09/2023 S 254,961 D $ 1.0344 ( 3 ) 264,523 I See Footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Corbin Capital Partners, L.P. 590 MADISON AVENUE, 31ST FLOOR NEW YORK, NY10022 Former 10% beneficial owner Corbin Capital Partners GP, LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK, NY10022 Former 10% beneficial owner CEOF Holdings LP 590 MADISON AVENUE 31ST FLOOR NEW YORK, NY10022 Former 10% beneficial owner Signatures CEOF Holdings LP, By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 10/11/2023 Signature of Reporting Person Date Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 10/11/2023 Signature of Reporting Person Date Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 10/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held directly by CEOF Holdings LP, a Delaware limited partnership ("CEOF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to CEOF and may be deemed to share beneficial ownership over the shares of common stock, par value $0.01 per share ("Common Stock") held by CEOF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the shares of Common Stock held by CEOF over which CCP shares beneficial ownership. ( 2 )Each of CEOF, CCP and Corbin GP (the "Reporting Persons") disclaims beneficial ownership of all reported shares except to the extent of their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. ( 3 )The price reported in Column 4 is a weighted average price. These shares of Common Stock of Wheeler Real Estate Investment Trust, Inc. (the "Issuer") were sold in multiple transactions at prices ranging from $1.01 to $1.12, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in the footnotes of this Form 4.

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 4(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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