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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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 *

Wheeler Jon S 		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
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

2529 VIRGINIA BEACH BOULEVARD, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/21/2013
(Street)

VIRGINIA BEACH, VA 23452
(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                  82200   D    
Common Stock                  2572   I   Controlling interests in limited partnerships  
Common Stock                  1600   I   Shares owned by dependent child  

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
Common Units     (1) 10/21/2013   10/21/2013   P      6246         (2)   (3) Common Stock   6246     (1) 69714   D    
Common Units     (1) 10/21/2013   10/21/2013   P      3123         (2)   (3) Common Stock   3123     (1) 3123   I   Owned by Spouse  
Common Units     (1) 10/21/2013   10/21/2013   P      31235         (2)   (3) Common Stock   31235     (1) 31235   I   Owned by dependent children  
Common Units     (1)                    (2)   (3) Common Stock   278297     278297   I   Controlled through interests in limited partnerships  

Explanation of Responses:
( 1)  Pursuant to the Partnership Agreement of Wheeler Real Estate Investment Trust LP ("Partnership"), holders of common units of the Partnership may, after one year holding period, elect to exchange their common units for common stock in Wheeler Real Estate Incvestment Trust Inc. (the "Company") on a one-for-one basis. Upon a redemption request, the Company has the option to purchase the common units directly, either in cash or in common stock of the Company.
( 2)  All common units have been held for less than one year and therefore may not be currently exchanged.
( 3)  These derivative securities do not have an expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wheeler Jon S
2529 VIRGINIA BEACH BOULEVARD
SUITE 200
VIRGINIA BEACH, VA 23452 		X
CEO

Signatures
/s/ Jon S. Wheeler 10/23/2013
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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