X0306 4 2021-09-27 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLRD 0001635663 Steamboat Capital Partners, LLC 31 OLD WAGON ROAD OLD GREENWICH CT 06870 0 0 1 0 0001766850 Kiai Parsa 31 OLD WAGON ROAD OLD GREENWICH CT 06870 0 0 1 0 Series D Convertible Cumulative Preferred Stock 16.96 2021-10-04 4 S 0 4950 16.334 D Common Stock, $0.01 par value 7296 101395 I See footnote Series B Cumulative Preferred Stock 40 2021-09-27 4 S 0 126 10.7285 D Common Stock, $0.01 par value 78 42025 I See footnote Series B Cumulative Preferred Stock 40 2021-09-27 4 S 0 399 10.7285 D Common Stock, $0.01 par value 249 186976 I See footnote Series B Cumulative Preferred Stock 40 2021-09-27 4 S 0 5 10.7285 D Common Stock, $0.01 par value 3 2592 I See footnote Series B Cumulative Preferred Stock 40 2021-10-04 4 S 0 194 10.3901 D Common Stock, $0.01 par value 121 41831 I See footnote Series B Cumulative Preferred Stock 40 2021-10-04 4 S 0 491 10.4275 D Common Stock, $0.01 par value 306 41340 I See footnote Series B Cumulative Preferred Stock 40 2021-10-04 4 S 0 1594 10.4275 D Common Stock, $0.01 par value 996 185382 I See footnote Series B Cumulative Preferred Stock 40 2021-10-04 4 S 0 22 10.4275 D Common Stock, $0.01 par value 13 2570 I See footnote Convertible at any time, without expiration date. This is an average price. The price at which the shares were actually sold ranges from $16.00 to $16.60. 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 sold at each separate price. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA") which accounts, after such transaction, own 101,395 shares of Series D Convertible Cumulative Preferred Stock ("Series D"). The ownership of Steamboat Capital Partners Master Fund, LP ("Master"), which has delegated investment discretion to IA and owns 328,828 shares of Series D, and Steamboat Capital Partners II, LP ("II"), which owns 4319 shares of Series D, remain unchanged. Convertible at any time without expiration, 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. This is an average price. The prices at which the shares were actually sold range from $10.70 to $10.75. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA"), which accounts, after such transaction, own 42,025 shares of Series B Cumulative Preferred Stock. The transaction was effected for Steamboat Capital Partners Master Fund, LP ("Master") which has delegated investment discretion to Steamboat Capital Partners, LLC ("IA"). After such transaction, Master owns 186,976 shares of Series B Cumulative Preferred Stock. The transaction was effected for Steamboat Capital Partners II, LP ("II") which, after such transaction, owns 2592 shares of Series B Cumulative Preferred Stock. This is an average price. The prices at which shares were actually sold range from $10.39 to $10.41. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA"), which accounts, after such transaction, own 41,831 shares of Series B Cumulative Preferred Stock. This is an average price. The prices at which shares were actually sold range from $10.39 to $10.8475. The transaction was effected for certain accounts managed by Steamboat Capital Partners, LLC ("IA") which accounts, after such transaction, own 41,340 shares of Series B Cumulative Preferred Stock. The transaction was effected for Steamboat Capital Partners Master Fund, LP ("Master") which has delegated investment discretion to Steamboat Capital Partners, LLC ("IA"). After such transaction, Master owns 185, 382 shares of Series B Cumulative Preferred Stock. The transaction was effected for Steamboat Capital Partners II, LP ("II") which, after such transaction, owns 2570 shares of Series B Cumulative Preferred Stock. Steamboat Capital Partners GP, LLC ("GP") is the general partner of, and is entitled to receive a performance allocation from, each of Master and II. IA is entitled to receive a performance fee from the certain accounts managed by IA and referred to in footnotes 4,7,11 and 13 (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 his or its pecuniary interest therein. The series of preferred stock of Wheeler Real Estate Investment Trust, Inc. reported hereon trades under two different tickers: WHLRD and WHLRP. Steamboat Capital Partners, LLC 2021-10-06 Parsa Kiai 2021-10-06