X0306 4 2019-12-04 0 0001527541 Wheeler Real Estate Investment Trust, Inc. whlr 0001392977 Jones Andrew R 274 RIVERSIDE AVENUE WESTPORT CT 06880 1 0 0 0 Common Stock 2019-12-04 4 J 0 100000 1.89 D 345084 I Held in managed funds Common Stock 36108 D Common Stock 12464 I Held in IRA Series B Convertible Preferred Stock 40 Common Stock 1313 2100 D Series B Convertible Preferred Stock 40 Common Stock 28334 45335 I Held in managed funds Series D Cumulative Convertible Preferred Stock 16.96 Common Stock 31840 21600 I Held in managed funds These shares are held by various investment partnerships, funds and managed accounts, in which NS Advisors, LLC ("NS Advisors") serves as the investment manager. Mr. Jones is the managing member of NS Advisors and has sole voting and investment authority over the shares. This transaction was a distribution of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") common stock from the managed accounts NS Advisors manages to a limited partner of North Star Partners, LP. Based on the closing price of the Company's common stock on November 29, 2019. Each share of Series B Convertible Preferred Stock (the "Series B Stock") is convertible into shares of of the Company's common stock at $40.00 per share. The Series B Stock has no expiration date. Each share of Series D Cumulative Convertible Preferred Stock (the "Series D Stock") is convertible into shares of the Company's common stock at $16,96 per share. The Series D Stock has no expiration date. /s/ Andrew Jones 2019-12-06