Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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. Date of Event Requiring Statement (MM/DD/YYYY) 5/21/2021

3. Issuer Name and Ticker or Trading Symbol

Wheeler Real Estate Investment Trust, Inc. [WHLRD]

(Last) (First) (Middle)

31 OLD WAGON ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

OLD GREENWICH, CT 06870

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	484725	$16.96	I	See footnote ⁽³⁾⁽⁶⁾
Series D Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	6366	$16.96	I	See footnote ⁽⁴⁾⁽⁶⁾
Series D Cumulative Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, $0.01 par value	58375	$16.96	I	See footnote ⁽⁵⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock, $0.01 par value	117109	$40	I	See footnote ⁽³⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock, $0.01 par value	1623	$40	I	See footnote ⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock, $0.01 par value	7554	$40	I	See footnote ⁽⁵⁾⁽⁶⁾

Explanation of Responses:
(1)	Convertible at any time.
(2)	Convertible at any time, 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.
(3)	Shares are owned by Steamboat Capital Partners Master Fund, LP (Master), which owns 328, 828 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 187,375 shares of Series B Convertible Preferred Stock (Series B). Master has delegated investment discretion to Steamboat Capital Partners, LLC (IA).
(4)	Shares are owned by Steamboat Capital Partners II, LP (II) which owns 4319 shares of Series D and 2597 shares of Series B.
(5)	Shares are owned by certain accounts managed by IA, which own 39,601 shares of Series D and 12,087 shares of Series B.
(6)	Steamboat Capital Partners GP, LLC (GP) is the 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 footnote 5 (the MA). Parsa Kiai (Kiai) is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in shares owned by Master and II and IA and Kiai may be deemed ot have a pecuniary interest in 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 his or its pecuniary interest.

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
/s/ Parsa Kiai, Managing Member, Steamboat Capital Partners LLC		6/4/2021
^**Signature of Reporting Person		Date
/s/ Parsa Kiai		6/4/2021
^**Signature of Reporting Person		Date