Form Type: 4

Accession Number:	0001213900-22-053701
Date:	2022-08-31
Issuer:	WHEELER REAL ESTATE INVESTMENT TRUST, INC. (WHLR)
Original Submission Date:

Reporting Person:

STEAMBOAT CAPITAL PARTNERS, LLC
31 OLD WAGON ROAD
OLD GREENWICH,, CT 06870

Reporting Person:

KIAI PARSA
31 OLD WAGON ROAD
OLD GREENWICH, CT 06870

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership
SERIES B CONVERTIBLE PREFERRED STOCK	40.0	2022-08-31	deemed execution date	S	669 (d)			common stock, $0.01 par value 418	$40.00	28,983	indirect	see footnote
SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK	16.96	2022-08-31	deemed execution date	S	2,985 (d)			common stock, $0.01 par value 4,400	$16.96	59,569	indirect	see footnote
SERIES B CONVERTIBLE PREFERRED STOCK	40.0		deemed execution date		0 ( )			common stock, $0.01 par value 0	$40.00	185,230	indirect	see footnote
SERIES B CONVERTIBLE PREFERRED STOCK	40.0		deemed execution date		0 ( )			common stock, $0.01 par value 0	$40.00	2,568	indirect	see footnote
SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK	16.96		deemed execution date		0 ( )			common stock, $0.01 par value 0	$16.96	328,828	indirect	see footnote
SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK	16.96		deemed execution date		0 ( )			common stock, $0.01 par value 0	$16.96	4,319	indirect	see footnote

Footnotes
ID	footnote
f1	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.
f2	this was the actual price, not an average price.
f3	the reporting persons hereby undertake 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.
f4	the transaction was effected for certain accounts managed by steamboat capital partners, llc (ia), which after such transaction, own the indicated number of shares of series b convertible preferred stock (series b).
f5	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.
f6	ownership of steamboat capital partners ii, lp (ii) which continues to own 2568 shares of series b.
f7	convertible at any time, with no expiration date.
f8	this is the average price. the prices at which shares were actually sold range from $12.80 to $12.89. the reporting persons hereby undertake 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.
f9	the transaction was effected for certain accounts managed by steamboat capital partners, llc (ia), which after such transaction, own the indicated number of shares of series d cumulative convertible preferred stock (series d).
f10	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).
f11	ownership of steamboat capital partners ii, lp (ii) which continues to own 4319 shares of series d cumulative convertible preferred stock (series d).
f12	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.

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