Sec Form 13D Filing - Khoshaba Daniel filing for Wheeler Real Estate Investment Trust Inc. (WHLR) - 2020-01-28

Daniel Khoshaba

324 E. Alexander Palm Road

Boca Raton, Florida 33432

Telephone Number: (917) 543-0004

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

Mr. Khoshaba is filing this Schedule 13D/A to report a change in his beneficial ownership percentage of the Shares, as indicated in Item 5 below.

Mr. Khoshaba acquired the Shares for investment in the ordinary course of his investment activities based on his belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Mr. Khoshaba intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, Mr. Khoshaba may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in communications with management and/or the Issuer’s board of directors (the “Board”), engaging in discussions with stockholders of the Issuer and others about the Issuer and Mr. Khoshaba’s investment, participating on the Board, proposing changes to management, operations, recommending business development transactions, including a sale of the Issuer, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

In that regard, Mr. Khoshaba believes that the Issuer's financial performance can be improved to increase shareholder value. Accordingly, on January 6, 2020, Mr. Khoshaba sent a letter (the “Letter to the Board”) to Andrew Jones, the Chairman of the Board, in which he requested that the Issuer immediately appoint him to fill the current vacancy on the Board. The Letter to the Board was filed as Exhibit B to the Schedule 13D filed by Mr. Khoshaba in respect of the Issuer on January 6, 2020.

Except as otherwise set forth herein, Mr. Khoshaba does not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, Mr. Khoshaba reserves the right, at a later date, to effect one or more of such changes or transactions in the number of Shares he may be deemed to beneficially own in open-market or in privately negotiated transactions, on such terms and at such times as Mr. Khoshaba may deem advisable.

As of the date hereof, Mr. Khoshaba may be deemed to be the beneficial owner of 950,000 Shares, constituting 9.8% of the Shares, based upon 9,693,271 Shares outstanding as of the date hereof. Mr. Khoshaba has the sole power to vote or direct the vote of 950,000 Shares and the shared power to vote or direct the vote of 0 Shares. Mr. Khoshaba has the sole power to dispose or direct the disposition of 950,000 Shares and the shared power to dispose or direct the disposition of 0 Shares.

The transactions in the Shares by Mr. Khoshaba since the last Schedule 13D filed by Mr. Khoshaba in respect of the Issuer are set forth on Exhibit A. Each reported transaction was an open-market transaction.