SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Ursa Fund Management, LLC
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2024 		3. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLRD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Cumulative Preferred Stock 315,000 I See footnotes(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Ursa Fund Management, LLC
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ursa Fund Partners LP
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Investment Opportunities 14 Segregated Portfolio
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hahn Andrew
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Douglas Russell Palmer
(Last) (First) (Middle)
156 DIABLO ROAD, SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
Explanation of Responses:
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 (collectively, the "Funds").
2. On October 31, 2024, Ursa Fund Partners LP acquired 155,000 shares, and Investment Opportunities 14 Segregated Portfolio acquired 160,000 shares.
3. Mr. Hahn is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Hahn possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Hahn disclaims beneficial ownership of any of the shares held by the Funds.
4. Mr. Douglas is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Douglas possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Douglas disclaims beneficial ownership of any of the shares held by the Funds.
Ursa Fund Partners LP By: /s/ Andrew Hahn; Andrew Hahn, Managing Member of Ursa Fund Management LLC, General Partner of Ursa Fund Partners LP 11/25/2024
Investment Opportunities 14 Segregated Portfolio By: /s/ Andrew Hahn; Andrew Hahn, Managing Member of Ursa Fund Management LLC, Investment Manager of Investment Opportunities 14 Segregated Portfolio 11/25/2024
Ursa Fund Management LLC By: /s/ Andrew Hahn; Andrew Hahn, Managing Member 11/25/2024
/s/ Andrew Hahn 11/25/2024
/s/ Russell Douglas 11/25/2024
** 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 5 (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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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