Filing Details

Daniel Khoshaba

c/o Wheeler Real Estate Investment Trust, Inc.

2529 Virginia Beach Boulevard

Virginia Beach, Virginia 23452

Telephone Number: (917) 543-0004

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the "Issuer"). The address of the Issuer's principal executive offices is 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452. This Amendment No. 3 to Schedule 13D relates to the Issuer's Common Stock, $0.01 par value per share (the "Shares").

Mr. Khoshaba is filing this Schedule 13D/A to report a change in his beneficial ownership percentage of the Shares, as indicated in Item 5 below. As indicated in Item 2 above, Mr. Khoshaba currently serves as the Issuer’s Chief Executive Officer and as a member of its Board of Directors.

Except as otherwise set forth herein, Mr. Khoshaba does not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, Mr. Khoshaba reserves the right, at a later date, to effect one or more of such changes or transactions in the number of Shares he may be deemed to beneficially own in open-market or in privately negotiated transactions, on such terms and at such times as Mr. Khoshaba may deem advisable.

As of the date hereof, Mr. Khoshaba may be deemed to be the beneficial owner of 1,057,152 Shares, constituting 10.9% of the Shares, based upon 9,699,461 Shares outstanding as of the date hereof. Mr. Khoshaba has the sole power to vote or direct the vote of 1,057,152 Shares and the shared power to vote or direct the vote of 0 Shares. Mr. Khoshaba has the sole power to dispose or direct the disposition of 1,057,152 Shares and the shared power to dispose or direct the disposition of 0 Shares.

The transactions in the Shares by Mr. Khoshaba in the past 60 days in respect of the Issuer are set forth on Exhibit A. Each reported transaction was an open-market transaction.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. Mr. Khoshaba does not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by Mr. Khoshaba in respect of the Issuer.

$2.48