SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 2)*

Wheeler Real Estate Investment Trust, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

963025705

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in 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 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).

Wheeler Real Estate Investment Trust, Inc.

Riversedge North

2529 Virginia Beach Boulevard Suite 200, Virginia Beach, VA 23452

This Schedule 13G is being jointly filed by William Carlton Derrick (“WCD”) and Bruce William Derrick (“BWD” and together with WCD, each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Common Stock of the Issuer (the “Common Stock”) owned beneficially by the Reporting Persons.

3900 Essex Lane, Suite 340

Houston, Texas 77027

Each of the Reporting Persons are U.S. citizens.

Common Stock

963025705

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4 for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Common Stock deemed to be beneficially owned by each of the Reporting Persons by 10,185,138 shares of the Issuer’s Common Stock, par value $0.01 per share, which includes (i) 9,793,494, representing the number of shares of Common Stock outstanding as of September 30, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2022, and (ii) the shares of Common Stock of the Issuer issuable upon (a) the potential conversion of up to an aggregate principal amount of $47,225 of the Issuer’s 7.00% Senior Subordinated Convertible Notes Due 2031 (the “Notes”) into up to 7,556 shares of Common Stock (applying the conversion price and other assumptions stated in the following paragraph); (b) the potential conversion of up to 256,200 shares of Series D Convertible Preferred Stock into up to 377,653 shares of Common Stock; and (c) the potential conversion of up to 10,296 shares of Series B Convertible Preferred Stock into up to 6,435 shares of Common Stock.

In addition, as of February 10, 2023, the Reporting Persons collectively beneficially owned 256,200 shares of the Issuer’s Series D Convertible Preferred Stock, 10,296 shares of the Issuer’s Series B Convertible Preferred Stock, and an aggregate principal amount of $47,225 of the Issuer’s 7.00% Senior Subordinated Convertible Notes Due 2031. The Notes are convertible, in whole or in part, at the election of the holder of the Notes, at any time into shares of Common Stock at a conversion price of $6.25 per share (four shares for each $25.00 of principal amount of Notes being converted), and the Reporting Persons have used this conversion price for purposes of the figures reported in this Schedule 13G. If at any time after September 21, 2023 holders of the Issuer’s 8.75% Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the conversion price will be adjusted to the lower of (i) a 45% discount to the conversion price and (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of Common Stock. The Notes bear interest at the rate of 7% per annum. Interest on the Notes may be payable, at the Issuer’s election, in cash, in shares of the Issuer’s 9% Series B Preferred Stock (the “Series B Preferred Stock”) or in shares of Series D Preferred Stock, in each case as set forth in the Notes, which Series B Preferred Stock and Series D Preferred Stock are both in turn convertible into shares of Common Stock at the option of the holder thereof at any time. For purposes of the figures reported in this Schedule 13G, the Reporting Persons have assumed that all such interest will be paid in cash.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

Not applicable

Not applicable

See Item 2(a) above.

Not applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

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.

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of February 14, 2023, by and between William C. Derrick and Bruce W. Derrick.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of February 14, 2023, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Wheeler Real Estate Investment Trust, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

Dated: February 14, 2023