SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ursa Fund Management, LLC
(Last) (First) (Middle)
156 DIABLO RD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLRD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Ursa Fund Management, LLC
(Last) (First) (Middle)
156 DIABLO RD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ursa Fund Partners LP
(Last) (First) (Middle)
156 DIABLO RD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Investment Opportunities 14 Segregated Portfolio
(Last) (First) (Middle)
156 DIABLO ROAD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hahn Andrew
(Last) (First) (Middle)
156 DIABLO ROAD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Douglas Russell Palmer
(Last) (First) (Middle)
156 DIABLO ROAD
SUITE 250
(Street)
DANVILLE CA 94526
(City) (State) (Zip)
Explanation of Responses:
Remarks:
On November 25, 2024, the reporting persons filed a Form 3 in the mistaken belief that they became subject to Section 16 based on their beneficial ownership of more than 10% of the outstanding shares of the Series D Cumulative Preferred Stock (the "Series D Preferred") . The Series D Preferred is not a voting security, and therefore ownership of the Series D Preferred did not cause the reporting persons to become subject to Section 16. As a result, the reporting persons hereby withdraw the Form 3 filed on November 25, 2024 and the eight Forms 4 mistakenly filed on November 25 and 26, 2024, December 4, 9, 16 and 23, 2024 and January 2 and 8, 2025. The reporting persons will no longer file reports on Form 4 to report their transactions in the equity securities of Wheeler Real Estate Investment Trust.
Ursa Fund Management LLC By /s/ Andrew Hahn, Managing Member 03/12/2025
Ursa Fund Partners LP By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the General Partner of Ursa Fund Partners LP 03/12/2025
Investment Opportunities 14 Segregated Portfolio By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the Investment Manager of Investment Opportunties 14 Segregated Portfolio 03/12/2025
/s/ Andrew Hahn 03/12/2025
/s/ Russell Douglas 03/12/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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