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 * STILWELL JOSEPH 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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
111 BROADWAY, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
9/14/2020
(Street)
NEW YORK, NY 10006
(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)
Code V Amount (A) or (D) Price
Common Stock  9/14/2020    P    4500 (1) A $2.75  796662  I  See footnote (2)
Common Stock  9/14/2020    P    500 (1) A $2.75  107474  I  See footnote (3)
Common Stock                 213775  I  See footnote (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock  $40                   (5)  (5) Common Stock  5125    8200  I  See footnote (4)
Series D Cumulative Convertible Preferred Stock  $16.96                   (6)  (6) Common Stock  29272    19859  I  See footnote (4)
Series D Cumulative Convertible Preferred Stock  $16.96                   (6)  (6) Common Stock  7806    5296  I  See footnote (3)
Series D Cumulative Convertible Preferred Stock  $16.96                   (6)  (6) Common Stock  63066    42786  I  See footnote (2)
Cash-settled Total Return Swap (obligation to buy)   (7)                  (8) 3/1/2022  Series B Convertible Preferred Stock  21154    21154  I  See footnote (7)
Cash-settled Total Return Swap (obligation to buy)   (7)                  (8) 3/1/2022  Series D Cumulative Convertible Preferred Stock  376693    376693  I  See footnote (7)
Cash-settled Total Return Swap (obligation to buy)   (9)                  (8) 3/1/2022  Series B Convertible Preferred Stock  2559    2559  I  See footnote (9)
Cash-settled Total Return Swap (obligation to buy)   (9)                  (8) 3/1/2022  Series D Cumulative Convertible Preferred Stock  54306    54306  I  See footnote (9)
Cash-settled Total Return Swap (obligation to buy)   (10)                  (8) 3/1/2022  Series B Convertible Preferred Stock  55929    55929  I  See footnote (10)
Cash-settled Total Return Swap (obligation to buy)   (10)                  (8) 3/1/2022  Series D Cumulative Convertible Preferred Stock  22282    22282  I  See footnote (10)

Explanation of Responses:
(1)  This Form 4 reports that on September 14, 2020, (i) Stilwell Activist Investments, L.P. ("SAI") acquired 4,500 shares of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock at $2.75 USD per share, and (ii) Stilwell Activist Fund, L.P. ("SAF") acquired 500 shares of the Company's common stock at $2.75 USD per share.
(2)  These shares are owned directly by SAI and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(3)  These shares are owned directly by SAF and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(4)  These shares are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(5)  As disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into 0.625 shares of the Company's common stock. The Series B Stock has no expiration date.
(6)  As disclosed in the Company's Form 8-K filed with the SEC on April 3, 2017, each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into 1.474 shares of the Company's common stock. The Series D Stock has no expiration date.
(7)  SAI entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the "Swap Agreement"), pursuant to which it purchased certain cash-settled swaps (the "Swaps") constituting economic exposure to notional shares of Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.10 to $11.12, and the price of the Swaps for the Series D Stock ranged from $13.75 to $15.85. The Swap Agreement provides SAI with economic results that are comparable to the economic results of ownership, but does not provide SAI with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
(8)  These Swaps can be settled at any time prior to the expiration date.
(9)  SAF entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock was $11.10, and the price of the Swaps for the Series D Stock ranged from $14.75 to $15.85. The Additional Swap Agreement provides SAF with economic results that are comparable to the economic results of ownership, but does not provide SAF with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
(10)  SVP VII entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Second Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.73 to $12.88, and the price of the Swaps for the Series D Stock ranged from $14.50 to $15.50. The Second Additional Swap Agreement provides SVP VII with economic results that are comparable to the economic results of ownership, but does not provide SVP VII with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Second Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STILWELL JOSEPH
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X X

Stilwell Value LLC
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X X

Stilwell Activist Investments, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X X

Stilwell Activist Fund, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X X

Stilwell Value Partners VII, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X X


Signatures
/s/ Joseph Stilwell 9/16/2020
**Signature of Reporting Person Date
/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 9/16/2020
**Signature of Reporting Person Date
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 9/16/2020
**Signature of Reporting Person Date
/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P 9/16/2020
**Signature of Reporting Person Date
/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 9/16/2020
**Signature of Reporting Person Date