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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Does not account for or include (i) 6,501 shares of Series B Convertible Preferred Stock, no par value per share, of the Issuer (the “Series B Preferred”) or (ii) 4,982 shares of Series D Cumulative Convertible Preferred Stock, no par value per share, of the Issuer (the “Series D Preferred”) held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) (A) 1,200 shares of Series B Preferred or (B) 1,600 shares of Series D Preferred held by Schafer or (ii) (A) 6,501 shares of Series B Preferred or (B) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc., are the sole members of Ventures, and, as such, control the management and operations of Ventures. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(2) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

(1) Does not include (i) 6,501 shares of Series B Preferred or (ii) 4,982 shares of Series D Preferred held by Ventures. The shares of Series B Preferred are subject to (y) a mandatory conversion based upon certain trading day volume-weighted average closing prices of the Shares and (z) an optional conversion, at any time, at the discretion of the Series B Preferred holder, and each, if triggered, will result in each share of Series B Preferred converting into Shares at a conversion price equal to $40.00 per Share. The shares of Series D Preferred are subject to an optional conversion, at any time, at the discretion of the holder of the Series D Preferred, whereby each share of Series D Preferred is converted into Shares at an initial conversion rate of $16.96 per Share. See the Amended and Restated Articles of Incorporation, Supplementary Articles, and Bylaws of the Issuer, each, as amended and restated from time to time, for applicable conversion mechanisms set forth in the foregoing.

(2) Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the Shares held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith is not a member of Ventures, and, therefore, does not share the voting and dispositive power with regard to the Shares held by Ventures.

(3) Based on 9,723,093 of Shares outstanding as of May 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 11, 2022.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the original Schedule 13D filed June 2, 2022, and Amendment No. 1 to the Schedule 13D filed June 27, 2022, each, as filed by the undersigned, as specifically set forth herein.

Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452.

This Schedule 13D is being jointly filed by SR Equity Ventures, LLC, a Minnesota limited liability company (“Ventures”), Bradley Schafer (“Schafer”), Steven Norcutt (“Norcutt”), N. Christopher (Kit) Richardson (“Kit Richardson”), Evan Richardson (“E. Richardson”), Gregory J. Springer, (“Springer”), Schafer Richardson, Inc., a Minnesota corporation (“SR, Inc.”), and David Smith (“Smith” and together with Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc., collectively, the “SR Group”), and relates to an aggregate of 952,791 shares of common stock, par value $0.01 per share, of the Issuer. Additionally, (i) Schafer may be deemed to beneficially own (A) 1,200 shares of Series B Preferred and (B) 1,600 shares of Series D Preferred, and (ii) Ventures may be deemed to beneficially own (A) 6,501 shares of Series B Preferred and (B) 4,982 shares of Series D Preferred as set forth above on Schafer’s cover page to this Schedule 13D, but such shares are not included within the aggregate number of Shares held by the Reporting Persons set forth in the immediately preceding sentence. Each of the Series B Preferred and Series D Preferred is registered pursuant to Section 12 of the Exchange Act, but neither is entitled to voting rights except as required by law.

Item 3. Source and Amount of Funds or Other Consideration.

As of the date of this Amendment No. 2, the total cost for purchasing the Shares reported as owned by the Reporting Persons, excluding brokerage commissions, is approximately $2,127,345.00 in the aggregate. The source of these funds was working capital or personal funds, as applicable, as set forth above.

Item 5. Interest in Securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule A

Transactions regarding the Shares made by Fidelity on behalf of IRA brokerage account of Bradley J. Schafer

Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer

Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer

Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer

Shares purchased by Fidelity on behalf of the brokerage account of Bradley J. Schafer

Shares purchased by Fidelity on behalf of SR Equity Ventures, LLC

Shares purchased by Fidelity on behalf of SR Equity Ventures, LLC

Shares purchased by David Smith

Shares purchased by David Smith

Shares purchased by the Schwab brokerage account of Steven G. Norcutt

Shares purchased by the E*TRADE brokerage account of Steven G. Norcutt