Wheeler Real Estate Investment Trust, Inc.
June 13, 2016
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Wheeler Real Estate Investment Trust, Inc. | |||
| Registration Statement on Form S-3 | ||||
| File No. 333-211506 |
Dear Ladies and Gentlemen:
On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for June 15, 2016 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please confirm the date and time of effectiveness of the registration statement to Matthew B. Chmiel at Haneberg Hurlbert PLC, our counsel, who can be reached by phone at (804) 793-9788 or by email at matt@hbhblaw.com.
| Very truly yours, |
| Wheeler Real Estate Investment Trust, Inc. |
| /s/ Jon S. Wheeler |
| Jon S. Wheeler |
| Chairman and Chief Executive Officer |