SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/23/15
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
2,353,574
8. SHARED VOTING POWER
1,944,599
9. SOLE DISPOSITIVE POWER
2,353,574
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,944,599
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,298,173 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.52%
14. TYPE OF REPORTING PERSON
IA
____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,353,574
8. SHARED VOTING POWER
1,944,599
9. SOLE DISPOSITIVE POWER
2,353,574
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,944,599
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,298,173 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.52%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,353,574
8. SHARED VOTING POWER
1,944,599
9. SOLE DISPOSITIVE POWER
2,353,574
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,944,599
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,298,173 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.52%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,353,574
8. SHARED VOTING POWER
1,944,599
9. SOLE DISPOSITIVE POWER
2,353,574
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,944,599
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,298,173 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.52%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Wheeler Real Estate investmentTrust ("WHLR" or the "Issuer").
The principal executive offices of Wheeler are located at
RIVERSEDGE NORTH
2529 VIRGINIA BEACH BLVD., SUITE 200
VIRGINIA BEACH VA 23452
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. ITEM 4. PURPOSE OF TRANSACTION
The shares were purchased for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the information provided by the Issuer on July 27, 2015,
there were 65,896,341 shares of common stock outstanding as of July 23, 2015.
The percentages set forth herein were derived using such number. Phillip
Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a
registered investment advisor. As of July 23, 2015, Bulldog Investors, LLC
is deemed to be the beneficial owner of 4,298,173 shares of WHLR (representing
6.52% of WHLR's outstanding shares) solely by virtue of Bulldog Investors
LLC's power to direct the vote of, and dispose of, these shares. These
4,298,173 shares of WHLR include 2,353,574 shares (representing 3.57% 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 4,298,173 shares of WHLR
beneficially 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 1,944,599 shares (representing 2.95% of
WHLR's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,353,574 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,944,599 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of WHLR's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of WHRL were received:
6/11/15 2,200,000 WHLR received in exchange from 4,400 shares of Wheeler PFD C
7/23/15 2,098,173 WHLR received in exchange from 167,854 shares of WHLRP
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1
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.
Dated: 7/27/2015
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit 1:
Agreement to Make Joint Filing
Agreement made as of the 27th day of July, 2015, 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 13D 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 13D with respect to
the same holdings of WHLR;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D 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