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. 1)*

Wheeler Real Estate Investment Trust, Inc.

(Name of Issuer)

Series D Cumulative Convertible Preferred Stock, no par value

(Title of Class of Securities)

963025606

(CUSIP Number)

May 6, 2021

(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 Magnolia Capital Fund, LP (“MCF”), The Magnolia Group, LLC (“TMG”), a registered investment adviser, and Adam K. Peterson (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of Series D Cumulative Convertible Preferred Stock of the Issuer (the “Preferred Stock”) owned directly by MCF.

TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG. TMG and Mr. Peterson may each exercise voting and dispositive power over the Preferred Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Preferred Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Preferred Stock.

1601 Dodge Street, Suite 3300

Omaha, Nebraska 68102

MCF is a Delaware limited partnership. TMG is an Oklahoma limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.

Series D Cumulative Convertible Preferred Stock

963025606

The Reporting Persons beneficially own 327,662 shares of the Preferred Stock.

Based on the foregoing:

Mr. Peterson may be deemed the beneficial owner of 327,662 shares of the Preferred Stock held for the account of MCF.

TMG may be deemed the beneficial owner of 327,662 shares of the Preferred Stock held for the account of MCF.

MCF may be deemed the beneficial owner of 327,662 shares of the Preferred Stock that it holds.

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(b) foreach such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Series D Cumulative Convertible Preferred Stock deemed to be beneficially owned by each of the Reporting Persons by 3,038,683. This number represents the total of the amount of shares outstanding of Series D Cumulative Convertible Preferred Stock as of September 30, 2021, as reported in the Quarterly Report on Form 10-Q filed by the issuer on November 9, 2021, with the Securities and Exchange Commission. The Reporting Persons’ ownership exceeded 10% of the class of the Preferred Stock due to issuer buybacks (and not through purchases by the Reporting Persons). The Reporting Persons are filing this 13G/A promptly upon becoming aware of the buybacks and their resulting increased ownership percentage.

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(c) for each such Reporting Person.

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

Not applicable

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 December 2, 2021, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of December 2, 2021, 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 Series D Cumulative Convertible Preferred 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: December 2, 2021

Magnolia Capital Fund, LP