ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 16, 2013, the Registrant's Board of Directors voted to change the title of Jon S. Wheeler from "President" to "Chief Executive Officer" of the Registrant. This change in title does not alter Mr. Wheeler's job responsibilities.

ITEM 8.01 OTHER EVENTS.

On January 16, 2013, the Registrant issued a press release announcing the payment of a monthly cash dividend of $0.035 per share to record holders on February 1, 2013. The Registrant expects to pay the dividend on or about February 28, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

99.1 Press release, dated January 16, 2013, relating to the Registrant's dividend payment.

---

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By: /s/ Jon S. Wheeler Jon S. Wheeler Chairman and President

Dated: January 16, 2013

---