X0206 3/A 2012-11-16 2012-11-21 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001557307 Hanisch Robin A 3713 SHENANDOAH CT. VIRGINIA BEACH VA 23452 0 1 0 0 Secretary Common Stock, par value $0.01 25000 D Common Units Common Stock 2050 D Common Units Common Stock 1056 I Controlled through interests in limited partnerships Pursuant to the Partnership Agreement of Wheeler Real Estate Investment Trust LP (the "Partnership"), holders of common units 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 a one-for-one basis. Upon a redemption request, the Company has the option to purchase the common units directly, either in cash or in common stock of the Company at an exchange rate of one-for-one. All common units have been held for less than one year and therefore may not be currently exchanged. These derivative securities do not have an expiration date. /s/Robin A. Hanisch 2012-11-21