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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Steamboat Capital Partners, LLC		 2. Issuer Name and Ticker or Trading Symbol

Wheeler Real Estate Investment Trust, Inc. [ WHLR ] 		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)

31 OLD WAGON ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2022
(Street)

OLD GREENWICH,, CT 06870
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Convertible Preferred Stock $40 8/31/2022  S     669   (1) (1)Common Stock, $0.01 par value 418 $3.85 (2)(3)28983 (4)I See footnote (4)(12)
Series B Convertible Preferred Stock $40            (1) (1)Common Stock, $0.01 par value 0  185230 (5)I See footnote (5)(12)
Series B Convertible Preferred Stock $40            (1) (1)Common Stock, $0.01 par value 0  2568 (6)I See footnote (6)(12)
Series D Cumulative Convertible Preferred Stock $16.96 8/31/2022  S     2985   (7) (7)Common Stock, $0.01 par value 4400 $12.808 (8)59569 (9)I See footnote (9)(12)
Series D Cumulative Convertible Preferred Stock $16.96            (7) (7)Common Stock, $0.01 par value 0  328828 (10)I See footnote (10)(12)
Series D Cumulative Convertible Preferred Stock $16.96            (7) (7)Common Stock, $0.01 par value 0  4319 (11)I See footnote (11)(12)
Explanation of Responses:
(1) Convertible at any time with no expiration date, but subject to mandatory conversion if the 20 trading day volume-weighted average closing price of the Common Stock, $0.01 par value, exceeds $58.
(2) This was the actual price, not an average price.
(3) The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series B Convertible Preferred Stock (Series B).
(5) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 185,230 shares of Series B.
(6) Ownership of Steamboat Capital Partners II, LP (II) which continues to own 2568 shares of Series B.
(7) Convertible at any time, with no expiration date.
(8) This is the average price. The prices at which shares were actually sold range from $12.80 to $12.89. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(9) The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC (IA), which after such transaction, own the indicated number of shares of Series D Cumulative Convertible Preferred Stock (Series D).
(10) Ownership of Steamboat Capital Partners Master Fund, LP (Master) which has delegated investment discretion to Steamboat Capital Partners, LLC (IA), and which continues to own 328,828 shares of Series D Cumulative Convertible Preferred Stock (Series D).
(11) Ownership of Steamboat Capital Partners II, LP (II) which continues to own 4319 shares of Series D Cumulative Convertible Preferred Stock (Series D).
(12) Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the managed accounts referred to in footnotes 4 and 9 (the "MA"). Parsa Kiai ("Kiai") is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in the shares owned by Master and II and IA and Kiai may be deemed to have a pecuniary interest in the shares owned by the MA. Kiai and IA are filers of this report, filing jointly but not as a group and each disclaims beneficial ownership of securities reported hereon except to the extent of its or his pecuniary interest therein.

Remarks:
The ticker symbol referenced in item 2 is the symbol for the Common Stock. The symbols for the securities in which transactions actually occurred are WHLRD and WHLRP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Steamboat Capital Partners, LLC
31 OLD WAGON ROAD
OLD GREENWICH,, CT 06870
X

Kiai Parsa
31 OLD WAGON ROAD
OLD GREENWICH, CT 06870
X
Signatures
Steamboat Capital Partners, LLC, /s/ Jeffrey M. Rose, COO/CFO9/2/2022
**Signature of Reporting PersonDate

/s/ Parsa Kiai by /s/ Jeffrey M. Rose, as Attorney-in-fact9/2/2022
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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