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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X
 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Corbin Capital Partners, L.P.
(Last) (First) (Middle)
590 MADISON AVENUE, 31ST FLOOR
(Street)
NEW YORK NY 10022
(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% beneficial owner
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2023
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
Common Stock, par value $0.01 per share 10/09/2023 S 254,961 D $1.0344(3) 264,523 I See Footnotes(1)(2)
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*
Corbin Capital Partners, L.P.
(Last) (First) (Middle)
590 MADISON AVENUE, 31ST FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Corbin Capital Partners GP, LLC
(Last) (First) (Middle)
590 MADISON AVENUE
31ST FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CEOF Holdings LP
(Last) (First) (Middle)
590 MADISON AVENUE
31ST FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. Held directly by CEOF Holdings LP, a Delaware limited partnership ("CEOF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to CEOF and may be deemed to share beneficial ownership over the shares of common stock, par value $0.01 per share ("Common Stock") held by CEOF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the shares of Common Stock held by CEOF over which CCP shares beneficial ownership.
2. Each of CEOF, CCP and Corbin GP (the "Reporting Persons") disclaims beneficial ownership of all reported shares except to the extent of their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
3. The price reported in Column 4 is a weighted average price. These shares of Common Stock of Wheeler Real Estate Investment Trust, Inc. (the "Issuer") were sold in multiple transactions at prices ranging from $1.01 to $1.12, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in the footnotes of this Form 4.
CEOF Holdings LP, By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 10/11/2023
Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 10/11/2023
Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 10/11/2023
** 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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