FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 Real Estate Investment Trust, Inc.
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/22/2022 

3. Issuer Name and Ticker or Trading Symbol

CEDAR REALTY TRUST, INC. [CDR]
(Last)        (First)        (Middle)

2529 VIRGINIA, BEACH BLVD.
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

VIRGINIA BEACH,, VA 23452      

(City)              (State)              (Zip)
5. 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 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)
Common Stock 13718169 (1)D  

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 Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On August 22, 2022, the Reporting Person and the Issuer consummated the merger transaction (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated March 2, 2022, by and among the Reporting Person, WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, the Issuer, and Cedar Realty Trust Partnership, L.P. As a result of the Merger, (i) the Issuer became a wholly-owned subsidiary of the Reporting Person, and (ii) the reported securities of the Issuer are owned directly by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wheeler Real Estate Investment Trust, Inc.
2529 VIRGINIA
BEACH BLVD.
VIRGINIA BEACH,, VA 23452

X


Signatures
Wheeler Real Estate Investment Trust, Inc. By: /s/ M. Andrew Franklin Chief Executive Officer and President8/22/2022
**Signature of Reporting PersonDate


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 5(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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