Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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PHX MINERALS INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
698477106 (CUSIP Number) |
Jonathan Brolin Edenbrook Capital, LLC, 116 Radio Circle Mount Kisco, NY, 10549 914-239-3117 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 698477106 |
| 1 |
Name of reporting person
Edenbrook Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,200,856.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 698477106 |
| 1 |
Name of reporting person
Brolin Jonathan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,200,856.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
PHX MINERALS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1320 SOUTH UNIVERSITY DRIVE, SUITE 720, FORT WORTH,
TEXAS
, 76107. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the original filed with the SEC on November 14, 2024 ("Schedule 13D"), with respect to the common stock, $0.01666 par value ("Common Stock") of PHX Minerals Inc. (the "Issuer"). Capitalized terms used herein and otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth below. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Shares reported represent 1,200,856 shares of the Common Stock of the Issuer. The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $3,484,000. The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 1,200,856 shares of Common Stock, constituting 3.2% of the shares of Common Stock, based upon 37,922,368 shares of Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on form 10-Q filed by the Issuer on May 8, 2025 | |
| (b) | Edenbrook and Mr. Brolin have the sole power to vote or direct the vote of 0 shares of Common Stock; have the shared power to vote or direct the vote of 1,200,856 shares of Common Stock; have the sole power to dispose or direct the disposition of 0 shares; have the shared power to dispose or direct the disposition of 1,200,856 shares. | |
| (c) | The transactions by the Reporting Persons in the securities of the Issuer the last 60 days are set forth in Schedule A. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Schedule A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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