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

SCHEDULE 14A
(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Name of Registrant as Specified In Its Charter) Stilwell Value Partners VII, L.P. Stilwell Activist Fund, L.P. Stilwell Activist Investments, L.P. Stilwell Value LLC Joseph Stilwell Paula J. Poskon Kerry G. Campbell
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 On November 19, 2019, Joseph Stilwell and affiliated entities issued a press release relating to Wheeler Real Estate Investment Trust, Inc., a copy of which is filed herewith.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY THE GROUP AND OTHER PARTICIPANTS FROM THE STOCKHOLDERS OF Wheeler Real Estate Investment Trust, Inc. FOR USE AT ITS 2019 ANNUAL MEETING OF STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF Wheeler Real Estate Investment Trust, Inc. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTPS://WWW.SEC.GOV.

The Stilwell Group Sends SECOND Letter to Shareholders of Wheeler Real Estate Investment Trust

NEW YORK, November 19, 2019 /PRNewswire/ -- The Stilwell Group, the largest shareholder of Wheeler Real Estate Investment Trust, Inc. (the "Company")(NASDAQ:WHLR), today announced that it delivered the following open letters to shareholders of the Company.

The full text of the letters follow:

November 19, 2019

Dear Fellow WHLR Owner,

Wheeler continues trying to distract you from the real issue plaguing the Company, which is their persistent failure to manage the Company in the owners’ best interest. This election is about the need for change at WHLR. As promised, Dave Kelly has stooped to mudslinging and subterfuge out of desperation to keep his compensation and position rather than face his failures. 

We’ve been trying to find out more about the ‘Sea Turtle Marketplace Project’ for some time. WHLR lost (promptly) $12 million of Company money on the then CEO’s outside project. All of the legacy directors approved this disaster. Did any of these legacy directors have a personal interest in Sea Turtle? Did any of them have a more involved role in this fiasco? We hear Dave Kelly gets very nervous when the topic of Sea Turtle comes up. They’ve been fighting desperately to keep this and other information from us.

And who keeps stealing the sign we installed on Virginia Beach Boulevard? Trespassing and theft are criminal offenses.

 

 The sign we replaced (again) on November 18^th after it was unlawfully removed (again).

As WHLR’s largest shareholder, our interests are directly aligned with yours.

Sincerely,

Megan Parisi

917-881-8076

mparisi@stilwellgroup.com

Dear Fellow Shareholder,

One of my children is, mercifully, recovering from a near-fatal illness. I will not join in slander or scandal—neither responding to nor commenting on what is aimed at me, nor will I direct slander or scandal toward others.

If WHLR shareholders elect me and our other nominees as directors, we will work diligently to restore and then create shareholder value in a professional and businesslike manner.

Sincerely,

Joseph Stilwell

Please vote the GREEN card TODAY to maximize shareholder value

at our Company.

You can vote by telephone, online or by signing and dating the enclosed GREEN proxy card and returning it in the postage-paid envelope.

If you have any questions, require assistance in voting your GREEN proxy card, 
or need additional copies of our proxy materials, please contact us or Okapi Partners at the phone numbers or email listed below.

Okapi Partners LLC
1212 Avenue of the Americas, 24^th Floor 
New York, New York 10036

+ 1 (212) 297-0720 (Main) 
+ 1 (877) 869-0171 (Toll-Free) 
Email: info@okapipartners.com