Wheeler Real Estate Investment Trust (WHLR) Form 4 Wheeler Real Estate Investment Trust / Jon S Wheeler 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^*

Wheeler Jon S

(Last) (First) (Middle)

2529 VIRGINIA BEACH BOULEVARD

SUITE 200

(Street)

VIRGINIA BEACH VA 23452

(City) (State) (Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2016

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

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 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
Common Stock	12/08/2016		P		6,875	A	$1.59	720,699	D
Common Stock								49,547	I	Held in profit sharing plan
Common Stock								31,680	I	Owned by spouse
Common Stock								2,572	I	Controlled through interests in other entities
Common stock								1,600	I	Held by dependent child
Common Stock								2,950	I	Held by trust in the names of dependent children

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
Common Units	(1)	11/10/2016	11/10/2016	A		65,292		(4)	(3)	Common Stock	65,292	$2.25(1)	65,292	I	Controlled through interests in other entities
Common Units	(1)							(2)	(3)	Common Stock	1,585,819		1,585,819	D
Common Units	(1)							(2)	(3)	Common Stock	330,542		330,542	I	Controlled through interests in other entities
Common Units	(1)							(2)	(3)	Common Stock	3,123		3,123	I	Owned by spouse
Common Units	(1)							(2)	(3)	Common Stock	31,234		31,234	I	Held by trust in the names of dependent children

Explanation of Responses:

1. Pursuant to the Partnership Agreement of Wheeler REIT, L.P. (the "Partnership"), holders of the Partnership, may, after a one year holding period, elect to exchange their common units for common stock of the Wheeler Real Estate Investment Trust, Inc. (the "Company") on an one-for-one basis. Upon a redemption request, the Company has the option the purchase the common units directly, either in cash or common stock of the Company.

2. These common units have been held for one year and therefore may be redeemed in accordance with the Partnership Agreement.

3. These derivative securities do not have an expiration date.

4. These common units have been held for less than one year and therefore may not be currently exchanged.

	/s/ Jon S. Wheeler	12/09/2016
	** Signature of Reporting Person	Date
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 4 (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).
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