FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  MAGNOLIA CAPITAL FUND, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2021		 3. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [WHLRD]
(Last)
(First)
(Middle)
1601 DODGE STREET, SUITE 3300, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OMAHA, NE 68102		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Series D Cumulative Convertible Preferred Stock 327,662 (1) (2) (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAGNOLIA CAPITAL FUND, LP
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102		     X    
MAGNOLIA GROUP, LLC
1601 DODGE STREET
SUITE 3300
OMAHA, NE 68102		     X    
Peterson Adam K
1601 DODGE STREET, SUITE 3300
OMAHA, NE 68102		     X    

Signatures

/s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC 12/02/2021
**Signature of Reporting Person Date
/s/ Adam K. Peterson, managing member on behalf of The Magnolia Group, LLC 12/02/2021
**Signature of Reporting Person Date
/s/ Adam K. Peterson 12/02/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) All of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 327,662 shares of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc.
(2) TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
(3) The Reporting Persons' ownership exceeded 10% of the class of the Series D Cumulative Convertible Preferred Stock due to issuer buybacks (and not through purchases by the Reporting Persons). The Reporting Persons are filing this Form 3 promptly upon becoming aware of the buybacks and their resulting increased ownership percentage. The Reporting Persons have not made any transactions with respect to the Series D Cumulative Convertible Preferred Stock since the date that the Reporting Persons' ownership exceeded 10%.

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