Wheeler Real Estate Investment Trust Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 14:00

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ursa Fund Management, LLC
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)
(Last) (First) (Middle)
156 DIABLO RD, SUITE 250 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
DANVILLE, CA 94526 		4. If Amendment, Date 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
(City) (State) (Zip)
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 Cummulative Preferred 12/12/2024 J(6) 170,321 A $25.5634 337,934 I See Footnote(1)(2)
Series D Cummulative Preferred 12/12/2024 J(6) 170,321 D $25.5634 0 I See Footnote(1)(3)
Series D Cummulative Preferred 12/12/2024 P 32,066 A $25.113(4)(5) 370,000 I See Footnote(1)(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ursa Fund Management, LLC
156 DIABLO RD
SUITE 250
DANVILLE, CA 94526 		X
Ursa Fund Partners LP
156 DIABLO RD
SUITE 250
DANVILLE, CA 94526 		X
Investment Opportunities 14 Segregated Portfolio
156 DIABLO ROAD
SUITE 250
DANVILLE, CA 94526 		Prior 10% Owner
Hahn Andrew
156 DIABLO ROAD
SUITE 250
DANVILLE, CA 94526 		X
Douglas Russell Palmer
156 DIABLO ROAD
SUITE 250
DANVILLE, CA 94526 		X

Signatures

Ursa Fund Management LLC By /s/ Andrew Hahn, Managing Member 12/16/2024
**Signature of Reporting Person Date
Ursa Fund Partners LP By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the General Partner of Ursa Fund Partners LP 12/16/2024
**Signature of Reporting Person Date
Investment Opportunities 13 Segregated Portfolio By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the Investment Manager of Investment Opportunties 14 Segregated Portfolio 12/16/2024
**Signature of Reporting Person Date
/s/ Andrew Hahn 12/16/2024
**Signature of Reporting Person Date
/s/ Russell Douglas 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Andrew Hahn and Russell Douglas are the Managing Members of Ursa Fund Management LLC, who is the General Partner of Ursa Fund Partners LP, and the Investment Manager of Investment Opportunities 14 Segregated Portfolio (the "Funds"). The Funds acquired and disposed the shares as specified in Table I (Ursa Fund Partners LP acquired 202,387 shares and owns 370,000 shares following the transactions). As General Partner and Investment Manager of the Funds, Ursa Fund Management LLC, and Andrew Hahn and Russell Douglas as Managing Members of Ursa Fund Management LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Funds.
(2) These shares are held by Ursa Fund Partners LP.
(3) These shares are held by Investment Opportunities 14 Segregated Portfolio.
(4) This is the weighted average purchase price. The shares were purchased at prices ranging from $24.65 to $25.5 per share.
(5) The reporting parties will provide full information regarding the number of share purchased or sold at each separate price upon request by the US Securities and Exchange Commission staff, the issuer, or a security holder of the issuer.
(6) Ursa Fund Management LLC is the adviser to two clients, Ursa Fund Partners LP and Investment Opportunties 14 SPC. The footnoted transaction was a permitted cross-trade between the two clients.

Remarks:
After this filing, Investment Opportunities 14 Segregated Portfolio is no longer subject to Section 16 reporting.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.