Wheeler Real Estate Investment Trust (WHLR) Form 4 Wheeler Real Estate Investment Trust / Adam K Peterson ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLRD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Series D Cumulative Convertible Preferred Stock	08/29/2024		S		3,600	D	$19.14(3)	310,189(1)(2)	D
Series D Cumulative Convertible Preferred Stock	08/30/2024		S		13,500	D	$19.16(4)	296,689(1)(2)	D
Series D Cumulative Convertible Preferred Stock	09/03/2024		S		2,900	D	$19.05	293,789(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

MAGNOLIA CAPITAL FUND, LP

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MAGNOLIA GROUP, LLC

(Last) (First) (Middle)

1601 DODGE STREET

SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peterson Adam K

(Last) (First) (Middle)

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA NE 68102

(City) (State) (Zip)

Explanation of Responses:

1. All of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 293,789 shares of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc.

2. TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.

3. This transaction was executed in multiple trades at prices ranging from $19.12 to $19.22. The price reported above reflects the weighted-average sale price per share. The reporting person hereby undertakes 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.

4. This transaction was executed in multiple trades at prices ranging from $19.05 to $19.25. The price reported above reflects the weighted-average sale price per share. The reporting person hereby undertakes 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.

	/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group,LLC	09/03/2024
	/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC	09/03/2024
	/s/ Adam K. Peterson	09/03/2024
	** Signature of Reporting Person	Date
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