Magnolia Capital Fund, Lp - May 6, 2021 Form 3 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role: 10%+ Owner
Signature: /s/ Adam K. Peterson on behalf of the Magnolia Capital Fund, LP by its General Partner, The Magnolia Group, LLC
Stock symbol: WHLR
Transactions as of: May 6, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/2/2021, 01:19 PM
Next filing: Jun 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Series D Cumulative Convertible Preferred Stock						328K	May 6, 2021	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All of the reported shares are directly owned by Magnolia Capital Fund, LP, of which The Magnolia Group, LLC ("TMG") is the general partner and investment manager. Adam K. Peterson ("Mr. Peterson") is the managing member of TMG. TMG and Mr. Peterson could both be deemed to share indirect beneficial ownership of 327,662 shares of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc.
F2	TMG and Mr. Peterson disclaim beneficial ownership except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
F3	The Reporting Persons' ownership exceeded 10% of the class of the Series D Cumulative Convertible Preferred Stock due to issuer buybacks (and not through purchases by the Reporting Persons). The Reporting Persons are filing this Form 3 promptly upon becoming aware of the buybacks and their resulting increased ownership percentage. The Reporting Persons have not made any transactions with respect to the Series D Cumulative Convertible Preferred Stock since the date that the Reporting Persons' ownership exceeded 10%.