Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Jones Andrew R	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) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 274 RIVERSIDE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/26/2021
(Street) WESTPORT, CT 06880 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/26/2021		S		1400	D	$3.50	11064	I	Held in IRA
Common Stock	3/29/2021		S		11064	D	$3.45 (1)	0	I	Held in IRA
Common Stock								36108	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 B Convertible Preferred Stock	$40	3/29/2021		S			1000	(3)	(3)	Common Stock	625	$11.75	0	I	Held in IRA
Series B Convertible Preferred Stock	$40	3/29/2021		S			1100	(3)	(3)	Common Stock	687.5	$11.75	0	D
Series B Convertible Preferred Stock	$40							(3)	(3)	Common Stock	28334		45335	I	Held in managed funds (2)
Series D Cumulative Convertible Preferred Stock	$16.96							(4)	(4)	Common Stock	31840		21600	I	Held in managed funds (2)

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were purchased in transactions at prices ranging from $3.40 to $3.535, inclusive. The reporting person undertakes to provide to Wheeler Real Estate Investment Trust, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2)	These shares are held by various investment partnerships, funds and managed accounts, in which NS Advisors, LLC ("NS Advisors") serves as the investment manager. Mr. Jones is the managing member of NS Advisors and has sole voting and investment authority over the shares.
(3)	Each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into shares of the Company's common stock at $40.00 per share. The Series B Stock has no expiration date.
(4)	Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into shares of the Company's common stock at $16.96 per share. The Series D Stock has no expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Jones Andrew R 274 RIVERSIDE AVENUE WESTPORT, CT 06880	X

Signatures
/s/ Andrew Jones		3/30/2021
**Signature of Reporting Person		Date