SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Wheeler Jon S

(Last)

(First)

(Middle)

2529 VIRGINIA BEACH BOULEVARD

SUITE 200

(Street)

VIRGINIA BEACH

23452

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2015		J⁽¹⁾	307.8	A	$3.47	307.8	I	Held by trusts in the name of dependent children
Common Stock	04/06/2015		J⁽¹⁾	461.86	A	$2.3	769.66	I	Held by trusts in the name of dependent children
Common Stock	05/05/2015		J⁽¹⁾	229.55	A	$2.31	999.21	I	Held by trusts in the name of dependent children
Common Stock	06/04/2015		J⁽¹⁾	234.04	A	$2.3	1,233.25	I	Held by trusts in the name of dependent children
Common Stock	07/06/2015		J⁽¹⁾	268.52	A	$2.01	1,501.77	I	Held by trusts in the name of dependent children
Common Stock	08/05/2015		J⁽¹⁾	282.97	A	$1.92	1,784.74	I	Held by trusts in the name of dependent children
Common Stock	09/03/2015		J⁽¹⁾	287.68	A	$1.9	2,072.42	I	Held by trusts in the name of dependent children
Common Stock	10/05/2015		J⁽¹⁾	294.39	A	$1.87	2,366.81	I	Held by trusts in the name of dependent children
Common Stock	11/05/2015		J⁽¹⁾	282.59	A	$1.97	2,649.4	I	Held by trusts in the name of dependent children
Common Stock	12/03/2015		J⁽¹⁾	300.65	A	$1.87	2,950.05	I	Held by trusts in the name of dependent children
Commmon Stock							713,824	D
Commmon Stock							31,680	I	Owned by spouse
Common Stock							12,047	I	Held in profit sharing plan
Common Stock							2,572	I	Controlled through interests in other entities
Common Stock							1,600	I	Held by dependent child

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽²⁾						⁽³⁾	⁽⁴⁾	Common Stock	1,584,858		1,584,858	D
Common Units	⁽²⁾						⁽⁵⁾	⁽⁴⁾	Common Stock	961		961	D
Common Units	⁽²⁾						⁽³⁾	⁽⁴⁾	Common Stock	308,422		308,422	I	Controlled through interests in other entities
Common Units	⁽²⁾						⁽⁵⁾	⁽⁴⁾	Common Stock	22,120		22,120	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 name of dependent children

Explanation of Responses:

1. The trusts in the name of the dependent children of the reporting person acquired these shares of common stock under a dividend reinvestment plan, pursuant to a dividend reinvestment transaction exempt from Section 16 under Rule 16a-11

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.

	/s/ Jon S. Wheeler	01/19/2016
	** Signature of Reporting Person	Date
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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