Sec Form 3 Filing - Ursa Fund Management, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2024-10-31

FORM 3 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 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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1. Name and Address of Reporting Person Ursa Fund Management, LLC 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) (Last) (First) (Middle) 156 DIABLO ROAD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2024 (Street) DANVILLE, CA94526 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Series D Cumulative Preferred Stock 315,000 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ursa Fund Management, LLC 156 DIABLO ROAD, SUITE 250 DANVILLE, CA94526 X Ursa Fund Partners LP 156 DIABLO ROAD, SUITE 250 DANVILLE, CA94526 X Investment Opportunities 14 Segregated Portfolio 156 DIABLO ROAD, SUITE 250 DANVILLE, CA94526 X Hahn Andrew 156 DIABLO ROAD, SUITE 250 DANVILLE, CA94526 X Douglas Russell Palmer 156 DIABLO ROAD, SUITE 250 DANVILLE, CA94526 X Signatures Ursa Fund Partners LP By: /s/ Andrew Hahn; Andrew Hahn, Managing Member of Ursa Fund Management LLC, General Partner of Ursa Fund Partners LP 11/25/2024 Signature of Reporting Person Date Investment Opportunities 14 Segregated Portfolio By: /s/ Andrew Hahn; Andrew Hahn, Managing Member of Ursa Fund Management LLC, Investment Manager of Investment Opportunities 14 Segregated Portfolio 11/25/2024 Signature of Reporting Person Date Ursa Fund Management LLC By: /s/ Andrew Hahn; Andrew Hahn, Managing Member 11/25/2024 Signature of Reporting Person Date /s/ Andrew Hahn 11/25/2024 Signature of Reporting Person Date /s/ Russell Douglas 11/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Andrew Hahn and Russell Douglas are the Managing Members of Ursa Fund Management LLC, who is the General Partner of Ursa Fund Partners LP, and the Investment Manager of Investment Opportunities 14 Segregated Portfolio (collectively, the "Funds"). ( 2 )On October 31, 2024, Ursa Fund Partners LP acquired 155,000 shares, and Investment Opportunities 14 Segregated Portfolio acquired 160,000 shares. ( 3 )Mr. Hahn is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Hahn possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Hahn disclaims beneficial ownership of any of the shares held by the Funds. ( 4 )Mr. Douglas is a Managing Member of Ursa Fund Management LLC. As a result, Mr. Douglas possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management LLC as Investment Manager to the Funds. Mr. Douglas disclaims beneficial ownership of any of the shares held by the Funds.

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).

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