Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Expires: June 30, 2012

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001527541

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

Wheeler Real Estate Investment Trust, Inc.

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2011

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

Wheeler Real Estate Investment Trust, Inc.

Street Address 1

Street Address 2

RIVERSEDGE NORTH

2529 VIRGINIA BEACH BLVD., SUITE 200

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

VIRGINIA BEACH

VIRGINIA

23452

757-627-9088

3. Related Persons

Last Name

First Name

Middle Name

Wheeler

Jon

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Belote

Steven

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Hanisch

Robin

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Ettel

Christopher

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Kelly

David

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

King

William

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Madhu

Sanjay

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

McGowan, Jr.

Carl

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

McKinney

Ann

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virgina Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Zwerdling

Jeffrey

Street Address 1

Street Address 2

Riversedge North

2529 Virginia Beach Boulevard, Suite 200

City

State/Province/Country

ZIP/Postal Code

Virginia Beach

VIRGINIA

23452

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

	Agriculture
	Banking & Financial Services
		Commercial Banking
		Insurance
		Investing
		Investment Banking
		Pooled Investment Fund
		Other Banking & Financial Services
	Business Services
	Energy
		Coal Mining
		Electric Utilities
		Energy Conservation
		Environmental Services
		Oil & Gas
		Other Energy

	Health Care
		Biotechnology
		Health Insurance
		Hospitals & Physicians
		Pharmaceuticals
		Other Health Care




	Manufacturing
	Real Estate
		Commercial
		Construction
		REITS & Finance
		Residential
		Other Real Estate

	Retailing
	Restaurants
	Technology
		Computers
		Telecommunications
		Other Technology


	Travel
		Airlines & Airports
		Lodging & Conventions
		Tourism & Travel Services
		Other Travel
	Other

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
	No Revenues		No Aggregate Net Asset Value
	$1 - $1,000,000		$1 - $5,000,000
	$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
	Over $100,000,000		Over $100,000,000
	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
	Rule 504 (b)(1)(i)		Rule 506
	Rule 504 (b)(1)(ii)		Securities Act Section 4(6)
	Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2013-12-16

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

	Pooled Investment Fund Interests		Equity
	Tenant-in-Common Securities		Debt
	Mineral Property Securities		Option, Warrant or Other Right to Acquire Another Security
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Maxim Group LLC

120708

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

405 Lexington Ave

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10174

State(s) of Solicitation

All States

Foreign/Non-US

CALIFORNIA

FLORIDA

INDIANA

MICHIGAN

MINNESOTA

NEW JERSEY

NORTH CAROLINA

PENNSYLVANIA

TEXAS

Recipient

Recipient CRD Number

None

Newbridge Securities Corporation

104065

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

1451 Cypress Creek Road

Suite 204

City

State/Province/Country

ZIP/Postal Code

Fort Lauderdale

FLORIDA

33309

State(s) of Solicitation

All States

Foreign/Non-US

CALIFORNIA

FLORIDA

INDIANA

MICHIGAN

MINNESOTA

NEW JERSEY

NORTH CAROLINA

PENNSYLVANIA

TEXAS

13. Offering and Sales Amounts

Total Offering Amount

12160000

USD

Indefinite

Total Amount Sold

12160000

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

1013175

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary)

Signature and Submission


Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

Wheeler Real Estate Investment Trust, Inc.

/s/ Steven M. Belote

Steven M. Belote

Chief Financial Officer

2014-02-10