Statement of Changes in Beneficial Ownership (4)

Share Name	Share Symbol	Market	Type
Wheeler Real Estate Investment Trust Inc	NASDAQ:WHLR	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.20	-2.77%	7.01	7.04	7.30	7.47	6.81	7.07	76,995	22:08:29

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* Steamboat Capital Partners, LLC	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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 31 OLD WAGON ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 10/29/2021
(Street) OLD GREENWICH,, CT 06870 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	$40	10/29/2021		S			255	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	159	$8.0068 ⁽²⁾⁽³⁾	39599 ⁽⁴⁾	I	See footnote ⁽⁴⁾⁽¹²⁾
Series B Convertible Preferred Stock	$40							⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	0		185230 ⁽⁵⁾	I	See footnote ⁽⁵⁾⁽¹²⁾
Series B Convertible Preferred Stock	$40							⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	0		2568 ⁽⁶⁾	I	See footnote ⁽⁶⁾⁽¹²⁾
Series D Cumulative Convertible Preferred Stock	$16.96	10/29/2021		S			748	⁽⁷⁾	⁽⁷⁾	Common Stock, $0.01 par value	1102	$16.0584 ⁽⁸⁾⁽³⁾	96631 ⁽⁹⁾	I	See footnote ⁽⁹⁾⁽¹²⁾
Series D Cumulative Convertible Preferred Stock	$16.96							⁽⁷⁾	⁽⁷⁾	Common Stock, $0.01 par value	0		328828 ⁽¹⁰⁾	I	See footnote ⁽¹⁰⁾⁽¹²⁾
Series D Cumulative Convertible Preferred Stock	$16.96							⁽⁷⁾	⁽⁷⁾	Common Stock, $0.01 par value	0		4319 ⁽¹¹⁾	I	See footnote ⁽¹¹⁾⁽¹²⁾

Explanation of Responses:
(1)	Convertible at any time with no expiration date, 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.
(2)	This is the average price. The prices at which shares were actually sold range from $7.85 to $8.16.
(3)	The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 39,599 shares of Series B Convertible Preferred Stock (Series B).
(5)	Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B.
(6)	Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.
(7)	Convertible at any time, with no expiration date.
(8)	This is the average price. The prices at which shares were actually sold range from $16 to $16.20.
(9)	The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own 96,631 shares of Series D Cumulative Convertible Preferred Stock (Series D).
(10)	Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D).
(11)	Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
(12)	Steamboat Capital Partners GP, LLC (GP) is 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 footnotes 4 and 9 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the 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 its or his pecuniary interest therein.

Remarks:
The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbols for the securities in which transactions actually occurred are WHLRD and WHLRP.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Steamboat Capital Partners, LLC 31 OLD WAGON ROAD OLD GREENWICH,, CT 06870		X
Kiai Parsa 31 OLD WAGON ROAD OLD GREENWICH, CT 06870		X

Signatures
Steamboat Capital Partners, LLC, /s/ Parsa Kiai, Managing Member		11/2/2021
^**Signature of Reporting Person		Date
/s/ Parsa Kiai		11/2/2021
^**Signature of Reporting Person		Date

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

WHLR Wheeler Real Estate Investment Trust Inc