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 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 *
STILWELL JOSEPH
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
111 BROADWAY, 12TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020
(Street)

NEW YORK, NY 10006		 4. If Amendment, Date 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
(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               137,017 I See footnote (1)
Common Stock               88,195 I See footnote (2)
Common Stock               656,887 I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 $ 40               (4)   (4) Common Stock 5,125   8,200 I See footnote (1)
Series D Cumulative Convertible Preferred Stock $ 16.96               (5)   (5) Common Stock 26,088   17,699 I See footnote (1)
Cash-settled Total Return Swap (obligation to buy) (6)               (7) 03/01/2022 Series B Convertible Preferred Stock 21,154   21,154 I See footnote (6)
Cash-settled Total Return Swap (obligation to buy) (6)               (7) 03/01/2022 Series D Cumulative Convertible Preferred Stock 376,693   376,693 I See footnote (6)
Cash-settled Total Return Swap (obligation to buy) (8)               (7) 03/01/2022 Series B Convertible Preferred Stock 2,559   2,559 I See footnote (8)
Cash-settled Total Return Swap (obligation to buy) (8)               (7) 03/01/2022 Series D Cumulative Convertible Preferred Stock 54,306   54,306 I See footnote (8)
Cash-settled Total Return Swap (obligation to buy) (9)               (7) 03/01/2022 Series B Convertible Preferred Stock 55,929   55,929 I See footnote (9)
Cash-settled Total Return Swap (obligation to buy) (9)               (7) 03/01/2022 Series D Cumulative Convertible Preferred Stock 22,282   22,282 I See footnote (9)
Series D Cumulative Convertible Preferred Stock $ 16.96 05/15/2020   P   4,031 (10)     (5)   (5) Common Stock 5,941 $ 8.0615 40,907 I See footnote (3)
Series D Cumulative Convertible Preferred Stock $ 16.96 05/18/2020   P   1,879 (10)     (5)   (5) Common Stock 2,769 $ 8.7859 42,786 I See footnote (3)
Series D Cumulative Convertible Preferred Stock $ 16.96 05/18/2020   P   607 (10)     (5)   (5) Common Stock 894 $ 8.7859 5,296 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STILWELL JOSEPH
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006		   X   X    
Stilwell Value LLC
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006		   X   X    
Stilwell Activist Investments, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006		   X   X    
Stilwell Activist Fund, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006		   X   X    
Stilwell Value Partners VII, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006		   X   X    

Signatures

 /s/ Joseph Stilwell   05/19/2020
**Signature of Reporting Person Date
 /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC   05/19/2020
**Signature of Reporting Person Date
 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.   05/19/2020
**Signature of Reporting Person Date
 /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.   05/19/2020
**Signature of Reporting Person Date
 /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.   05/19/2020
**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) These shares are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(2) These shares are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(3) These shares are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(4) As disclosed in the Company's Form 8-K filed with the SEC on April 3, 2017, each share of Series B Stock is convertible into 0.625 shares of the Company's common stock. The Series B Stock has no expiration date.
(5) As disclosed in the Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2017, each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into 1.474 shares of the Company's common stock. The Series D Stock has no expiration date.
(6) SAI entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the "Swap Agreement"), pursuant to which it purchased certain cash-settled swaps (the "Swaps") constituting economic exposure to notional shares of the Series B Convertible Preferred Stock (the "Series B Stock") and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.10 to $11.12, and the price of the Swaps for the Series D Stock ranged from $13.75 to $15.85. The Swap Agreement provides SAI with economic results that are comparable to the economic results of ownership, but does not provide SAI with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
(7) These Swaps can be settled at any time prior to the expiration date.
(8) SAF entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock was $11.10, and the price of the Swaps for the Series D Stock ranged from $14.75 to $15.85. The Additional Swap Agreement provides SAF with economic results that are comparable to the economic results of ownership, but does not provide SAF with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
(9) SVP VII entered into a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the "Second Additional Swap Agreement"), pursuant to which it purchased Swaps constituting economic exposure to notional shares of the Company's Series B Stock and Series D Stock with maturity dates of March 1, 2022. The price of the Swaps for the Series B Stock ranged from $11.73 to $12.88, and the price of the Swaps for the Series D Stock ranged from $14.50 to $15.50. The Second Additional Swap Agreement provides SVP VII with economic results that are comparable to the economic results of ownership, but does not provide SVP VII with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Series B Stock and Series D Stock. Joseph Stilwell disclaims beneficial ownership of all shares underlying the Second Additional Swap Agreement reported as owned indirectly except to the extent of his pecuniary interest therein.
(10) This Form 4 reports the following acquisitions: (a) on May 15, 2020, SAI acquired 4,031 shares of Series D Stock at $8.0615 USD per share; (b) on May 18, 2020, SAI acquired 1,879 shares of Series D Stock at $8.7859 USD per share; and (c) on May 18, 2020, SAF acquired 607 shares of Series D Stock at $8.7859 USD per share.

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