FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Wheeler Jon S
 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
__X__ Officer (give title below) _____ Other (specify below)
CEO & Chairman
(Last)
(First)
(Middle)

2529 VIRGINIA BEACH BOULEVARD, SUITE 200		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


VIRGINIA BEACH, VA 23452		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/06/2016   J(1) 295.96 A $ 1.91 3,245.96 I Held by trusts in the names of dependent children
Common Stock 02/04/2016   J(1) 377.76 A $ 1.50 3,623.72 I Held by trusts in the names of dependent children
Common Stock 03/03/2016   J(1) 472.06 A $ 1.20 4,095.78 I Held by trusts in the names of dependent children
Common Stock 04/05/2016   J(1) 466.88 A $ 1.23 4,562.66 I Held by trusts in the names of dependent children
Common Stock 05/05/2016   J(1) 394.80 A $ 1.48 4,957.46 I Held by trusts in the names of dependent children
Common Stock 06/03/2016   J(1) 390.50 A $ 1.52 5,347.96 I Held by trusts in the names of dependent children
Common Stock 07/06/2016   J(1) 386.82 A $ 1.55 5,734.78 I Held by trusts in the names of dependent children
Common Stock 08/04/2016   J(1) 350.34 A $ 1.74 6,085.12 I Held by trusts in the names of dependent children
Common Stock 09/06/2016   J(1) 350.56 A $ 1.75 6,435.68 I Held by trusts in the names of dependent children
Common Stock 10/05/2016   J(1) 354.30 A $ 1.75 6,789.98 I Held by trusts in the names of dependent children
Common Stock 11/03/2016   J(1) 367.10 A $ 1.70 7,157.08 I Held by trusts in the names of dependent children
Common Stock 12/05/2016   J(1) 383.94 A $ 1.64 7,541.02 I Held by trusts in the names of dependent children
Common Stock             751,566 D  
Common Stock             49,547 I Held in profit sharing plan
Common Stock             31,680 I Owned by spouse
Common Stock             2,572 I Controlled through interests in other entities
Common Stock             1,600 I Held by dependent child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units               (3)   (4) Common Stock
1,585,819
  1,585,819
D
 
Common Units               (3)   (4) Common Stock
330,542
  330,542
I
Controlled through interests in other entities
Common Units               (5)   (4) Common Stock
65,292
  65,292
I
Controlled through interests in other entities
Common Units               (3)   (4) Common Stock
3,123
  3,123
I
Owned by spouse
Common Units               (3)   (4) Common Stock
31,234
  31,234
I
Held by trusts in the names of dependent children

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wheeler Jon S
2529 VIRGINIA BEACH BOULEVARD
SUITE 200
VIRGINIA BEACH, VA 23452		   X     CEO & Chairman  

Signatures

/s/ Jon S. Wheeler 01/06/2017
**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) The trusts in the names of the dependent children of the reporting person acquired these shares of common stock under a dividend reinvestment plan, pursuant to a dividend reinvestment transaction exempt from Section 16 under Rule 16a-11.
(2) Pursuant to the Partnership Agreement of Wheeler REIT, L.P. (the "Partnership"), holders of the Partnership, may, after a one year holding period, elect to exchange their common units for common stock of Wheeler Real Estate Investment Trust, Inc. (the "Company") on an one-for-one basis. Upon a redemption request, the Company has the option to purchase the common units directly, either in cash or common stock of the Company.
(3) These common units have been held for one year and therefore may be redeemed in accordance with the Partnership Agreement.
(4) These derivative securities do not have an expiration date.
(5) These common units have been held for less than one year and therefore may not be currently exchanged.

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