Sec Form 13D Filing - Amster Howard filing for Wheeler Real Estate Investment Trust Inc. (WHLR) - 2024-01-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WHEELER REAL ESTATE INVESTMENT TRUST INC.
(Name of Issuer)
SERIES D CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
963025-60-6
(CUSIP Number)
HOWARD AMSTER
290 NORTH OLIVE AVE #523
WEST PALM BEACH, FL 33401
(216)595-1047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
 report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).


1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
PF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
238,900*
8.
SHARED VOTING POWER
238,900*
9.
SOLE DISPOSITIVE POWER
238,900*
10.
SHARED DISPOSITIVE POWER
238,900*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,900*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%**
14.
TYPE OF REPORTING PERSON (see instructions)
IN
*Includes:  (i)98,708 shares that are owned directly by Mr. Amster;
(ii) 73,702 shares that are owned by Pleasant Lake Apartments Limited
Partnership over which Mr. Amster has sole voting and dispositive power;
(iii) 66,490 shares that are owned in the aggregate by the trusts jointly
filing herewith over which, as trustee, Mr. Amster has sole voting and
dispositive power;
**Denominator is based on the 2,651,958 shares of stock outstanding as of
January 5, 2024   as reported by the Issuer on Form 8-K as filed with the
Securities and Exchange Commission on January 8, 2024


1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)

PLEASANT LAKE APARTMENTS LIMITED PARTNERSHIP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
73,702
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
73,702
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,702*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.78%**
14.
TYPE OF REPORTING PERSON (see instructions)
PN
* See the footnote marked with a * to the cover page for Mr. Amster.
** See the footnote marked with a ** to the cover page for Mr. Amster.


1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST  #1 U/A DTD 05/20/2019
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
34,726
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
34,726
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,726*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.31%**
14.
TYPE OF REPORTING PERSON (see instructions)
OO
* See the footnote marked with a * to the cover page for Mr. Amster.
** See the footnote marked with a ** to the cover page for Mr. Amster.

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HOWARD AMSTER 2019 CHARITABLE REMAINDER UNITRUST #3 U/A DTD 05/20/2019
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
31,764
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
31,764
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,764*
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20%**
14.
TYPE OF REPORTING PERSON (see instructions)
OO
* See the footnote marked with a * to cover page for Mr. Amster.
** See the footnote marked with a ** to cover page for Mr. Amster.


This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends the Reporting
Persons initial Schedule 13D filed on December 15, 2023 (the Initial 13D), with
respect to the Series D Cumulative Preferred Stock (the Preferred Stock) of
Wheeler Real Estate Investment Trust Inc., a Virginia corporation (the Issuer).
Except as specifically amended by this Amendment No. 1 and noted in the
paragraph below, the Initial 13D is unchanged. Unless otherwise indicated, each
capitalized item used but not specifically defined herein shall have the
meaning ascribed to such item in the Initial 13D.

Item 5. Interest In Securities of Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to
 read as follows;
     (a) See Items 11 and 13 of the cover pages of this Schedule 13D, which
Items are incorporated herein by reference, for the aggregate number of shares
and percentage of the Series D Cumulative Preferred Stock identified pursuant
to Item 1 beneficially owned by each of the Reporting Persons.
     (b) See items 7, 8, 9, and 10 of the cover pages to this Schedule 13D,
which Items are incorporated herein by reference, for the aggregate number and
percentage of the shares of the Series D Cumulative Preferred Stock beneficially
owned by each of the Reporting Persons as to which there is sole or shared power
to vote or direct the vote and sole or shared power to dispose or to direct the
disposition of such shares of the Series D Cumulative Preferred Stock.
     (c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time,
on January 24, 2024. All transactions were purchases or tenders and were
conducted on the open market. If the shares were purchased in multiple
transactions on a single trading day, the price per share reported is
the weighted average price:

Date of  	No. of Shares	Purchaser					Aggregate Puchase Price Per
Transaction  	Purchased or 							Price		  Share
		Tendered

11/27/23	4348		Pleasant Lake Apts LTD		Purchase	$62,934.45	$14.47
11/30/23	39602		Howard Amster			Tender
12/5/23		9164		Howard Amster 2019 CRUT 3	Purchase	$133,504.24	$14.57
12/6/23		22600		Howard Amster 2019 CRUT 3	Purchase	$321,091.48	$14.21
12/7/23		9400		Howard Amster 2019 CRUT 1	Purchase	$133,901.60	$14.24
12/12/23	25326		Howard Amster 2019 CRUT 1	Purchase	$354,517.32	$14.00
01/08/24	5000		Howard Amster			Purchase	$69,031.50	$13.81
01/09/24	12700		Howard Amster			Purchase	$179,143.81	$14.11
01/10/24	3600		Howard Amster			Purchase	$51,871.14	$14.41
01/11/24	2600		Howard Amster			Purchase	$37,237.50	$14.32
01/22/24	5500		Howard Amster			Purchase	$76,314.30	$13.88
01/23/24	11500		Howard Amster			Purchase	$162,530.25	$14.13

     (d) Other than the Reporting Persons, no other person is known by the
Reporting Persons to have the right to receive or direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the
Series D Cumulative Preferred Stock of the Issuer beneficially owned by
the Reporting Persons.
     (e) Not Applicable.
















SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.








HOWARD AMSTER

/s/ Howard Amster
Date: January 24, 2024


HOWARD AMSTER 2019 Charitable Remainder Unitrust #1 U/A DTD 05/20/2019

By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: January 24, 2024




HOWARD AMSTER 2019 Charitable Remainder Unitrust #3 U/A DTD 05/20/2019
By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: January 24, 2024


PLEASANT LAKE APARTMENTS Limited Partnership
By: /s/ Howard Amster
Name: Howard Amster
Title: President, Pleasant Lake Apartments Corp., General Partner
Date: January 24, 2024