SEC Comment Letter for Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Feb 16, 2018

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Feb. 16, 2018 · CIK: 0001527541 · Accession: 0000000000-18-005482

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File numbers found in text: 333-222971

Date

February 16, 2018

Author

/s/ Sara von Althann

Form

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Company

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)

Letter

Mail Stop 3233 February 16, 2018 Via E -mail Matthew Reddy Chief Financial Officer Wheeler Real Estate Investment Trust, Inc. Riversedge North 2529 V irginia Beach Blvd., Suite 200 Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-3 Filed February 9, 2018 File No. 333-222971

Dear Mr. Reddy :

This is to advise you that we have not reviewed and will not review your registration statement .

Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, act ion or absence of action by the staff.

Please contact me at (202) 551 -3207 with any questions.

Sincerely,
/s/ Sara von Althann

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Mail Stop 3233
February 16, 2018

Via E -mail
Matthew Reddy
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 V irginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed  February 9, 2018
  File No.  333-222971

Dear Mr. Reddy :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, act ion or absence of action by the staff.

Please  contact me at (202) 551 -3207  with any questions.

Sincerely,

 /s/ Sara von Althann

Sara von Althann
Attorney -Advisor
Office of Real Estate and
Commodities
cc: Matthew B. Chmiel, Esq.
Haneberg Hurlbert  PLC

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