SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
CORPORATION FINANCE

October 2 3, 201 9
Mr. Joseph D. Stilwell
Stilwell Activist Fund, L.P.
111 Broadway, 12th Floor
New York, New York 10006

 Re: Wheeler Real Estate Investment Trust , Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed October  17, 2018 by Stilwell Activist Fund, L.P. , et al.
  File No.  001-35713

Dear M r. Stilwell :

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the
disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to yo ur facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written  response.

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

Schedule 14A

General

1. Please advise us when  the participants anticipate  distributing their proxy statement .  Given
that reliance on  Rule 14a -5(c) is impermissible at any time before the reg istrant distributes its
proxy statement , the participants will accept all legal risk in connection with distributing the
initial definitive proxy statement without all required disclosures and should undertake to
subsequently provide any omitted informatio n in a supplement  in order to mitigate that risk .

Proposal No. 1 | Election of Directors , page 13

2. Please refer to the following sentence  on page 16 :  “Each of [the Participants ] disclaims
beneficial ownership o f the shares of Common Stock reported owned herein. ”  Advise us  of
the legal basis upon which beneficial ownership could be disclaimed by such persons .  Please
refer to In re Coca Cola Co., Exchange Act Release No. 13,655 (June 21, 1977); and In re
Douglas Kass, Exchange Act Release No. 31,046 (August 17, 1992) .

Joseph Stilwell
Stilwell Activist Fund  L.P.
October  23, 201 9
Page 2

 3. Given that the solicitation in opposition, if commenced, could possibly result in a majority or
more of directors being elected who were not nominated by the registrant, please revise to
describe whether or not the election of a majority of such nominees would constitute a
change in control within the meaning of the term as it used within any of the registrant’s
governing documents, including any compensation a rrangements.  Please summarize the
economic impact, if any, that would result if a change in control were to occur by virtue of
the election of a majority or more of directors not nominated by the registrant beyond that
which has already been described in footnote number six.   If the number of nominees
ultimately introduced by the participants constitutes less than a majority,  however,  no
additional disclosure regarding the  potential change in control is needed.

 We remind you that the participants are responsible for the acc uracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Meagan Reda, Esq.
            Megan Parisi