Sec Form 13D Filing - Amster Howard filing for Wheeler Real Estate Investment Trust Inc. (WHLR) - 2024-02-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 5, 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
297,512*
8.
SHARED VOTING POWER
297,512*
9.
SOLE DISPOSITIVE POWER
297,512*
10.
SHARED DISPOSITIVE POWER
297,512*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,512*
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)
11.54%**
14.
TYPE OF REPORTING PERSON (see instructions)
IN
*Includes: (i)157,320 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 2,577,240 shares of stock outstanding as of
February 5, 2024   as reported by the Issuer on Form 8-K as filed with the
Securities and Exchange Commission on February 6, 2024

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)
1.35%**
14.
TYPE OF REPORTING PERSON (see instructions)
OO
*See the footnote marked with and * to the cover page for Mr. Amster
**See the footnote marked with and ** 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)
1.23%**
14.
TYPE OF REPORTING PERSON (see instructions)
WC
*See the footnote marked with an * to the cover page for Mr. Amster
**See the footnote marked with an ** to the cover page for Mr. Amster

This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends the
Reporting Persons initial Schedule 13D filed on December 15, 2023, as
amended by Amendment No. 1 to Schedule 13D filed on January 25, 2024
(collectively, the Schedule 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. 2 and noted in the paragraph below, the Schedule 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 Schedule 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 Amendment No. 2,
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 Amendment No. 2,
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 February 7, 2024. All transactions were purchases 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		Quantity	Purchasor			Aggregate	Price Per
Transaction	Purchased   					Sales Price	Share

12/6/23		22600		Howard Amster 2019 CRUT 3	$321,091.48	$14.21
12/7/23		9400		Howard Amster 2019 CRUT 1	$133,901.60	$14.24
12/12/23	25326		Howard Amster 2019 CRUT 1	$354,517.32	$14.00
01/08/24	5000		Howard Amster			$69,031.50	$13.81
01/09/24	12700		Howard Amster			$179,143.81	$14.11
01/10/24	3600		Howard Amster			$51,871.14	$14.41
01/11/24	2600		Howard Amster			$37,237.50	$14.32
01/22/24	5500		Howard Amster			$76,314.30	$13.88
01/23/24	11500		Howard Amster			$162,530.25	$14.13
01/30/24	8002		Howard Amster			$115,375.53	$14.42
02/02/24	12584		Howard Amster			$184,256.39	$14.64
02/05/24	23023		Howard Amster			$332,983.19	$14.46
02/06/24	15000		Howard Amster			$225,071.00	$15.00


     (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: February 8, 2024







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

By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: February 8, 2024




HOWARD AMSTER 2019 Charitable Remainder Unitrust 3 U/A DTD 05/20/2019
By: /s/ Howard Amster
Name: Howard Amster
Title: Trustee
Date: February 8, 2024


PLEASANT LAKE APARTMENTS Limited Partnership
By: /s/ Howard Amster
Name: Howard Amster
Title: President, Pleasant Lake Apartments Corp., General Partner
Date: February 8, 2024