UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Wheeler Real Estate Investment Trust
(Name of Issuer)
Common Stock
(Title of Class of Securities)
963025101
(CUSIP Number)
9/15/14
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
_X_ Rule 13d-1(b)
__ Rule 13d-1(c)
__ Rule 13d-1(d)
CUSIP No.: 963025101
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Bulldog Investors LLC, Phillip Goldstein, Andrew Dakos and
Steven Samuels
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each reporting Person
With:
5. Sole Voting Power
374,650
6. Shared Voting Power
294,403
7. Sole Dispositive Power
374,650
8. Shared Dispositive Power
294,403
9. Aggregate Amount Beneficially Owned by Each Reporting Person
669,053 - (footnote 1)
10. Check if the Aggregate Amount in Row ( 9 ) Excludes Certain
Shares (See Instructions)
N/A
11. Percent of Class Represented by Amount in Row ( 9 )
8.25%
12. Type of Reporting Person (See Instructions)
IA
Item 1.
(a) The Name of the Issuer is:
Wheeler Real Estate Investment Trust
(b) The Address of the Issuer's Principal Executive Office is:
RIVERSEDGE NORTH
2529 VIRGINIA BEACH BLVD., SUITE 200
VIRGINIA BEACH VA 23452
Item 2.
(a) The names of the Persons Filing are:
Bulldog Investors LLC, Phillip Goldstein, Andrew Dakos and
Steven Samuels
(b) The address of principal place of business and
principal office is:
Park 80 West, 250 Pehle Ave. Suite 708
Saddle Brook, NJ 07663
(c) Citizenship or Place of Organization: Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 963025101
Item 3.
This statement is filed pursuant to 240.13d-1(b). The person filing is:
(e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
Item 4.
(a) Amount beneficially owned: 669,053
(b) Percent of class: 8.25%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 374,650
(ii) Shared power to vote or to direct the vote: 294,403
(iii) Sole power to dispose or to direct the disposition
of: 374,650
(iv) Shared power to dispose or to direct the disposition
of: 294,403
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: ____.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of Bulldog Investors, LLC are entitled to receive dividends
and sales proceeds.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
As per 424B1 filed 9/16/14, there were 7,439,531 shares of common
stock outstanding as of 9/15/14. In addition, amounts set forth herein
assume that all warrants or Series B Convertible Preferred shares
held by the Reporting Persons are exchanged for shares of common stock.
With the conversion of our Preferred B shares (WHLRP) and Warrants
(WHLRW) there would be an additional 669,053 shares of WHLR
outstanding for a total of 8,108,584. The percentages set forth
herein were derived using such number. The total number of shares of
common stock outstanding used in calculating the percentages set
forth herein assumes that none of the warrants or Series B convertible
Preferred Shares held by others are converted into shares of common
stock.
Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog
Investors, LLC, a registered investment adviser. As of September 25,
2014, Bulldog Investors, LLC is deemed to be the beneficial owner
of 669,053 shares of WHLR by virtue of Bulldog Investors, LLC's
power to direct the vote of, and dispose of, these shares. These
669,053 shares of WHLR include 374,650 shares (representing 4.62%
of WHLR's outstanding shares) that are beneficially owned by the
following entities over which Messrs. Goldstein, Dakos and Samuels
exercise control: Opportunity Partners LP, Calapasas West Partners
LP, Full Value Special Situations Fund LP, Full Value Offshore Fund
Ltd., Full Value Partners LP, and MCM Opportunity Partners LP
(collectively, Bulldog Investors Group of Funds). Bulldog Investors
Group of Funds may be deemed to constitute a group. All other shares
included in the aforementioned 669,053 shares of WHLR owned by Bulldog
Investors, LLC (solely by virtue of its power to sell or direct the
vote of these shares) are also beneficially owned by clients of
Bulldog Investors, LLC who are not members of any group. The total
number of these "non-group" shares is 294,403 shares (representing
3.63% of WHLR's outstanding shares).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete, and correct.
By: /s/
Name: Phillip Goldstein
Title: Principal, Bulldog Investors LLC
Date: September 25, 2014
By: /s/
Name: Andrew Dakos
Title: Principal, Bulldog Investors LLC
Date: September 25, 2014
By: /s/
Name: Steven Samuels
Title: Principal, Bulldog Investors LLC
Date: September 25, 2014
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Date: September 25, 2014
Footnote 1: The reporting persons disclaim beneficial ownership
except to the extent of any pecuniary interest therein.
Exhibit A: Agreement to make joint filings.
Agreement made as of the 25th day of September, 2014, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and
Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13G with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Wheeler Real Estate Investment
Trust ("WHLR"), each of the parties to this Agreement is required to file
a statement containing the information required by Schedule 13G with respect
to the same holdings of WHLR;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13G shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member