Sec Form 4 Filing - Steamboat Capital Partners GP, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2020-05-05

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 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) 05/05/2020 (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 Common Stock, $0.01 par value 05/05/2020 P 35,885 ( 1 ) ( 3 ) A $ 1.1264 ( 4 ) 0 ( 1 ) ( 3 ) I ( 5 ) See Footnotes ( 5 ) Common Stock, $0.01 par value 05/05/2020 P 681 ( 2 ) ( 3 ) A $ 1.1264 ( 4 ) 0 ( 2 ) ( 3 ) I ( 5 ) See footnote ( 5 ) Common Stock, $0.01 par value 05/06/2020 P 21,892 ( 1 ) ( 3 ) A $ 0.9954 ( 6 ) 0 ( 1 ) ( 3 ) I ( 5 ) See footnote ( 5 ) Common Stock, $0.01 par value 05/06/2020 P 713 ( 2 ) ( 3 ) A $ 0.9954 ( 6 ) 0 ( 2 ) ( 3 ) I ( 5 ) See footnore ( 5 )

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 Steamboat Capital Partners GP, LLC 420 LEXINGTON AVENUE SUITE 2300 NEW YORK, NY10170 X Steamboat Capital Partners, LLC 420 LEXINGTON AVE SUITE 2300 NY, NY10170 X Kiai Parsa 420 LEXINGTON AVENUE SUITE 2300 NY, NY10170 X Steamboat Capital Partners II LP 420 LEXINGTON AVENUE SUITE 2300 NEW YORK, NY10170 X Signatures Parsa Kiai, Managing Member of Steamboat Capital Partners GP LLC 05/07/2020 Signature of Reporting Person Date Parsa Kiai 05/07/2020 Signature of Reporting Person Date Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners Master Fund, LP 05/07/2020 Signature of Reporting Person Date Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners II, LP 05/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were acquired 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). ( 2 )Shares were acquired by Steamboat Capital Partners II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B. ( 3 )Shares were bought to cover a short position that pre-dated becoming subject to Section 16. ( 4 )The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $1.11 to $1.15, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $0.99 to $1.00, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

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).

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