SecProbe.io

August 8 , 2018

Ms. Megan C. Parisi
Director of Communications
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006

Re: Wheeler Real Estate Investment Trust, Inc .
Preliminary Proxy Statement on Schedule 14A
Filed August 1 , 2018 by Stilwell A ctivist Investments, L.P. et al.
Solicit ing Material  Pursuant to  Rule 14a -12
Filed July 24 and 25 , 2018  by Stilwell A ctivist Investments, L.P.  et al.
File No. 001 -35713

Dear M s. Parisi :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending the filing, by providing the requested
information, or by advi sing us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filing  and the information you provide in response
to these comments, we may have additional comments.

Soliciting Material Pursuant to  Rule 14a -12

1. A reasonable factual basis must exist for each opinion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in soliciting materials, or provided to the staff on
a supplemental basis.  Please provide support for your belief that :
 Stewart Brown “didn’t know better than to allow[] the approval of … an inherentl y
conflicted loan. ”
 The directors did not recognize their duty was to the shareholders and not to Jon
Wheeler.
 The “directors appear to have been dead asleep. ”

Ms. Megan C. Parisi
The Stilwell Group
August 8 , 2018
Page 2
 Preliminary Proxy Statement on Schedule 14A

Reaso ns for the Solicitation, page 2

2. A reasonable factual basis must exist for each opinion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in soliciting materials, or provided to the staff on
a supplemental basis.  Please provide support for the following  statement :
 “[W]e have little confidence that the Board, as currently composed, has the
objectivity and commitment to take the steps necessary to maximize value for the
common stockholders at Wheeler .”

Incorporation by Reference, page 16

3. We note the omission of informati on in reliance on Rule 14a -5(c).  Please confirm that
the participants will amend the proxy statement and disseminate a supplement if they
elect  to send a proxy statement to security holders without the registrant having
previously furnished its proxy statement to each person solicited.  We believe the
participants may not rely on Rule 14a -5(c) before the registrant furnishes its proxy
statement.

We remind you that the filing persons  are resp onsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3589 if you have any questions .

Sincerely,

                                                                                                /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions