FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Zwerdling Jeffrey M.
   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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
RIVERSEDGE NORTH, 2529 VIRGINIA BEACH, BLVD., SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
04/29/2014
(Street)

VIRGINIA BEACH, VA 23452		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock               135,000 D  
Common Stock               100,000 I Held in Profit Sharing Plan
Common Stock               6,000 I Held in Spouse's IRA

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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
Series B Convertible Preferred Stock $ 5 04/29/2014   P   4,000     (1)   (1) Common Stock 20,000 $ 25 4,000 D  
Series B Convertible Preferred Stock $ 5 04/29/2014   P   2,000     (1)   (1) Common Stock 10,000 $ 25 2,000 I Held in Profit Sharing Plan
Common Stock Warrants $ 5.50 04/29/2014   P   4,800     (2)   (2) Common Stock 4,800 $ 0 4,800 D  
Common Stock Warrants $ 5.50 04/29/2014   P   2,400     (2)   (2) Common Stock 2,400 $ 0 2,400 I Held in Profit Sharing Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zwerdling Jeffrey M.
RIVERSEDGE NORTH, 2529 VIRGINIA BEACH
BLVD., SUITE 200
VIRGINIA BEACH, VA 23452		   X      

Signatures

 /s/ Jeffrey M. Zwerdling   05/01/2014
**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) Each share of Series B Convertible Preferred Stock became convertible into five shares of common stock upon completion of the Issuer's offering of Series B Preferred Stock and Warrants. The Series B Convertible Preferred Stock has no expiration date.
(2) Each Common Stock Warrant became exercisable upon completion of the Issuer's offering of Series B Preferred Stock and Warrants. The Common Stock Warrants expire on 4/29/19.

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