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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Wheeler Jon S
   2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [whir] 		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. Date of Earliest Transaction (Month/Day/Year)
02/28/2017
(Street)

VIRGINIA BEACH, VA 23452		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 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
Common Stock 02/28/2017   A(1)   69,853 A $ 1.7 821,419 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
Common Stock               7,541 I Held by trusts in the names of dependent children

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Common Units (2)               (3)   (4) Common Stock 1,585,819   1,585,819 D  
Common Units (2)               (3)   (4) Common Stock 330,542   330,542 I Controlled through interests in other entities
Common Units (2)               (5)   (4) Common Stock 65,292   65,292 I Controlled through interests in other entities
Common Units (2)               (3)   (4) Common Stock 3,123   3,123 I Owned by spouse
Common Units (2)               (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   03/02/2017
**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) Granted for 2016 discretionary bonus based upon the closing price of the company's common stock on December 30, 2016.
(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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