Sec Form 4 Filing - Ursa Fund Management, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2024-12-12

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 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 RD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2024 (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 Cummulative Preferred 12/12/2024 J( 6 ) 170,321 A $ 25.5634 337,934 I See Footnote ( 1 ) ( 2 ) Series D Cummulative Preferred 12/12/2024 J( 6 ) 170,321 D $ 25.5634 0 I See Footnote ( 1 ) ( 3 ) Series D Cummulative Preferred 12/12/2024 P 32,066 A $ 25.113 ( 4 ) ( 5 ) 370,000 I See Footnote ( 1 ) ( 2 )

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 RD SUITE 250 DANVILLE, CA94526 X Ursa Fund Partners LP 156 DIABLO RD SUITE 250 DANVILLE, CA94526 X Investment Opportunities 14 Segregated Portfolio 156 DIABLO ROAD SUITE 250 DANVILLE, CA94526 Prior 10% Owner Hahn Andrew 156 DIABLO ROAD SUITE 250 DANVILLE, CA94526 X Douglas Russell Palmer 156 DIABLO ROAD SUITE 250 DANVILLE, CA94526 X Signatures Ursa Fund Management LLC By /s/ Andrew Hahn, Managing Member 12/16/2024 Signature of Reporting Person Date Ursa Fund Partners LP By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the General Partner of Ursa Fund Partners LP 12/16/2024 Signature of Reporting Person Date Investment Opportunities 13 Segregated Portfolio By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the Investment Manager of Investment Opportunties 14 Segregated Portfolio 12/16/2024 Signature of Reporting Person Date /s/ Andrew Hahn 12/16/2024 Signature of Reporting Person Date /s/ Russell Douglas 12/16/2024 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 (the "Funds"). The Funds acquired and disposed the shares as specified in Table I (Ursa Fund Partners LP acquired 202,387 shares and owns 370,000 shares following the transactions). As General Partner and Investment Manager of the Funds, Ursa Fund Management LLC, and Andrew Hahn and Russell Douglas as Managing Members of Ursa Fund Management LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Funds. ( 2 )These shares are held by Ursa Fund Partners LP. ( 3 )These shares are held by Investment Opportunities 14 Segregated Portfolio. ( 4 )This is the weighted average purchase price. The shares were purchased at prices ranging from $24.65 to $25.5 per share. ( 5 )The reporting parties will provide full information regarding the number of share purchased or sold at each separate price upon request by the US Securities and Exchange Commission staff, the issuer, or a security holder of the issuer. ( 6 )Ursa Fund Management LLC is the adviser to two clients, Ursa Fund Partners LP and Investment Opportunties 14 SPC. The footnoted transaction was a permitted cross-trade between the two clients.

Remarks: After this filing, Investment Opportunities 14 Segregated Portfolio is no longer subject to Section 16 reporting.

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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