X0306 4 2020-05-05 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLRD 0001766020 Steamboat Capital Partners GP, LLC 420 LEXINGTON AVENUE SUITE 2300 NEW YORK NY 10170 0 0 1 0 0001635663 Steamboat Capital Partners, LLC 420 LEXINGTON AVE SUITE 2300 NY NY 10170 0 0 1 0 0001766850 Kiai Parsa 420 LEXINGTON AVENUE SUITE 2300 NY NY 10170 0 0 1 0 0001737290 Steamboat Capital Partners II LP 420 LEXINGTON AVENUE SUITE 2300 NEW YORK NY 10170 0 0 1 0 Common Stock, $0.01 par value 2020-05-05 4 P 0 35885 1.1264 A 0 I See Footnotes Common Stock, $0.01 par value 2020-05-05 4 P 0 681 1.1264 A 0 I See footnote Common Stock, $0.01 par value 2020-05-06 4 P 0 21892 0.9954 A 0 I See footnote Common Stock, $0.01 par value 2020-05-06 4 P 0 713 0.9954 A 0 I See footnore Shares were acquired by Steamboat Capital Partners Master Fund, LP (Master) which owns 511,644 shares of Series D Cumulative Convertible Preferred Stock (Series D) and 381,253 shares of Series B Convertible Preferred Stock (Series B). Shares were acquired by Steamboat Capital Partners II, LP (II) which owns 9536 shares of Series D and 6702 shares of Series B. Shares were bought to cover a short position that pre-dated becoming subject to Section 16. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $1.11 to $1.15, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. Steamboat Capital Partners GP, LLC (GP) is general partner of, and receives a performance allocation from, each of Master and II. Parsa Kiai (Kiai) is the Managing Member of GP. Accordingly, GP and Kiai may be deemed to have a pecuniary interest in shares owned by Master and II. GP, Master, Kiai and II 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 its pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $0.99 to $1.00, inclusive. The relevant filers undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. Parsa Kiai, Managing Member of Steamboat Capital Partners GP LLC 2020-05-07 Parsa Kiai 2020-05-07 Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners Master Fund, LP 2020-05-07 Parsa Kiai, Managing Member of Steamboat Capital Partners GP, LLC, general partner of Steamboat Capital Partners II, LP 2020-05-07