Sec Form 3 Filing - Steamboat Capital Partners, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2021-05-21

FORM 3 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 Steamboat Capital Partners, LLC 2. Issuer Name and Ticker or Trading Symbol Wheeler Real Estate Investment Trust, Inc. [ WHLRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 31 OLD WAGON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2021 (Street) OLD GREENWICH, CT06870 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

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 Series D Cumulative Convertible Preferred Stock $ 16.96 ( 1 ) ( 1 ) Common Stock, $0.01 par value 484,725 I See footnote ( 3 ) ( 6 ) Series D Cumulative Convertible Preferred Stock $ 16.96 ( 1 ) ( 1 ) Common Stock, $0.01 par value 6,366 I See footnote ( 4 ) ( 6 ) Series D Cumulative Convertible Preferred Stock $ 16.96 ( 1 ) ( 1 ) Common Stock, $0.01 par value 58,375 I See footnote ( 5 ) ( 6 ) Series B Convertible Preferred Stock $ 40 ( 2 ) ( 2 ) Common Stock, $0.01 par value 117,109 I See footnote ( 3 ) ( 6 ) Series B Convertible Preferred Stock $ 40 ( 2 ) ( 2 ) Common Stock, $0.01 par value 1,623 I See footnote ( 4 ) ( 6 ) Series B Convertible Preferred Stock $ 40 ( 2 ) ( 2 ) Common Stock, $0.01 par value 7,554 I See footnote ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steamboat Capital Partners, LLC 31 OLD WAGON ROAD OLD GREENWICH, CT06870 X Kiai Parsa 31 OLD WAGON ROAD OLD GREENWICH, CT06870 X Signatures /s/ Parsa Kiai, Managing Member, Steamboat Capital Partners LLC 06/04/2021 Signature of Reporting Person Date /s/ Parsa Kiai 06/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Convertible at any time. ( 2 )Convertible at any time, but subject to mandatory conversion if the 20-trading day volume-weighted average closing price of the Common stock, $0.01 par value, exceeds $58. ( 3 )Shares are owned by Steamboat Capital Partners Master Fund, LP (Master), which owns 328, 828 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 187,375 shares of Series B Convertible Preferred Stock (Series B). Master has delegated investment discretion to Steamboat Capital Partners, LLC (IA). ( 4 )Shares are owned by Steamboat Capital Partners II, LP (II) which owns 4319 shares of Series D and 2597 shares of Series B. ( 5 )Shares are owned by certain accounts managed by IA, which own 39,601 shares of Series D and 12,087 shares of Series B. ( 6 )Steamboat Capital Partners GP, LLC (GP) is the general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnote 5 (the MA). Parsa Kiai (Kiai) is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in shares owned by Master and II and IA and Kiai may be deemed ot have a pecuniary interest in shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group, and each disclaims beneficial ownership of securities reported hereon except to the extent of his or its pecuniary interest.

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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