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SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Sep 20, 2013

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Sept. 20, 2013 · CIK: 0001527541 · Accession: 0001193125-13-373320

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File numbers found in text: 333-189887

Date
September 20, 2013
Author
Assistant Director
Form
CORRESP
Company
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)

Letter

VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Re: Wheeler Real Estate Investment Trust, Inc. Registration on Form S-11, as amended File No. 333-189887

Dear Mr. McTiernan:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for September 23, 2013 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,
Wheeler Real Estate Investment Trust, Inc.

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CORRESP
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filename1.htm

Correspondence

 Wheeler Real Estate Investment Trust, Inc.

September 20, 2013

 VIA EDGAR

Mr. Michael McTiernan

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Wheeler Real Estate Investment Trust, Inc.

Registration on Form S-11, as amended

File No. 333-189887

 Dear Mr. McTiernan:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933,
as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for September 23, 2013 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the
Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Kaufman & Canoles, our
counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer