Sec Form 3 Filing - Steamboat Capital Partners GP, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2020-04-15

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 GP, 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) 420 LEXINGTON AVENUE, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2020 (Street) NEW YORK, NY10170 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 754,192 ( 3 ) ( 5 ) I See footnote 5 ( 5 ) Series D Cumulative Convertible Preferred Stock $ 16.96 ( 1 ) ( 1 ) Common Stock, $0.01 par value 14,056 ( 4 ) ( 5 ) I See footnote 5 ( 5 ) Series B Convertible Preferred Stock $ 40 ( 2 ) ( 2 ) Common Stock, $0.01 par value 238,283 ( 3 ) ( 5 ) I See footnote 5 ( 5 ) Series B Convertible Preferred Stock $ 40 ( 2 ) ( 2 ) Common Stock, $0.01 par value 4,188 ( 4 ) ( 5 ) I See footnote 5 ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steamboat Capital Partners GP, LLC 420 LEXINGTON AVENUE SUITE 2300 NEW YORK, NY10170 X Kiai Parsa 420 LEXINGTON AVENUE SUITE 2300 NY, NY10170 X Steamboat Capital Partners Master Fund, LP 420 LEXINGTON AVENUE SUITE 2300 NEW YORK, NY10170 X Steamboat Capital Partners II LP 420 LEXINGTON AVENUE SUITE 2300 NEW YORK, NY10170 X Signatures Steamboat Capital Partners GP, LLC /s/Parsa Kiai, Managing Member 04/27/2020 Signature of Reporting Person Date Parsa Kiai 04/27/2020 Signature of Reporting Person Date Steamboat Capital Partners Master Fund, LP by Steamboat Capital Partners GP, LLC, its General Partner, by Parsa Kiai, Managing Member 04/27/2020 Signature of Reporting Person Date Steamboat Capital Partners II, LP by Steamboat Capital Partners GP, LLC, its General Partner by Parsa Kiai, Managing Member 04/27/2020 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 511,644 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 381,253 shares of Series B Convertible Preferred Stock (Series B). ( 4 )Shares are owned by Steamboat Capital Partner II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B. ( 5 )Steamboat Capital Partners GP, LLC (GP) is general partner of, and receives a performance allocation from, each of Master and II. Parsa Kiai (Kiai) is the Managing Member of GP. Accordingly, GP and Kiai may be deemed to have a pecuniary interest in shares owned by Master and II. GP, Master, Kiai and II 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 its pecuniary interest therein. The Common Stock into which the shares are convertible is limited so that no person or group under Sec. 13(d)(3) of the Exchange Act may own more than 9.8% of the Common Stock.

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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