0001140361-23-000099.txt : 20230103 0001140361-23-000099.hdr.sgml : 20230103 20230103141821 ACCESSION NUMBER: 0001140361-23-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 GROUP MEMBERS: FRONTFOUR CAPITAL GROUP LLC GROUP MEMBERS: FRONTFOUR MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PhenixFIN Corp CENTRAL INDEX KEY: 0001490349 IRS NUMBER: 274576073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86732 FILM NUMBER: 23501571 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-759-0777 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Medley Capital Corp DATE OF NAME CHANGE: 20110118 FORMER COMPANY: FORMER CONFORMED NAME: Medley Capital BDC LLC DATE OF NAME CHANGE: 20100426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lorber David A CENTRAL INDEX KEY: 0001358538 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O FRONTFOUR CAPITAL GROUP LLC STREET 2: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 brhc10046195_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934 (Amendment No. 2)
 
PHENIXFIN CORPORATION
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
71742W103
(CUSIP Number)
 
David Lorber,
445 Park Avenue, 10th Floor
New York, NY 10022
(212) 859-0390
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 23, 2022
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box:  ☐

SCHEDULE 13D
 
CUSIP No.
 71742W103
Page 2 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
David Lorber
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF, AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
U.S. Citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
85,619
 
 
 
 
8
SHARED VOTING POWER
 
 
84,102.416
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
85,619
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
84,102.416
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
169,721.416
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

CUSIP No.
 71742W103
Page 3 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
FrontFour Master Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
81,662.416
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
81,662.416
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
81,662.416
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

CUSIP No.
 71742W103
Page 4 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
FrontFour Capital Group LLC
20-5997207
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
81,662.416
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
81,662.416
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
81,662.416
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.9%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA, OO
 
 
 
 

SCHEDULE 13D
Amendment No. 2
 
This Amendment No. 2 amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (“SEC”) on December 20, 2021, and amended by Amendment No. 1 filed with the SEC on May 16, 2022, by David A. Lorber, FrontFour Master Fund, Ltd. and FrontFour Capital Group LLC (collectively, the “Reporting Persons”), with respect to the common stock (the “Common Stock”) of PhenixFIN Corporation (the “Company”).
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended as follows:
 
The amount of funds used by Mr. Lorber to acquire the Common Stock beneficially owned by him and by his spouse’s individual retirement account (IRA), as to which he is deemed to have beneficial ownership, is $3,502,257, which was obtained from personal funds.
 
Item 5.
Interest in Securities of the Issuer
 
Items 5(a) – (c) are hereby amended as follows:
 
(a)          As of the date hereof, the Master Fund beneficially owned 81,662.416 shares of Common Stock, Mr. Lorber beneficially owned directly 85,619 shares of Common Stock, and Mr. Lorber was deemed to beneficially own 2,440 shares of Common Stock in his spouse’s IRA, constituting approximately 3.9%, 4.1% and less than 1%, respectively, of the shares of Common Stock outstanding. 1
 
Mr. Lorber, as a managing member and principal owner of FrontFour Capital, may be deemed to beneficially own the 81,662.416 shares of Common Stock beneficially owned by the Master Fund, which, together with the 85,619 shares of Common Stock he beneficially owns directly and 2,440 shares of Common Stock of which he is deemed to have beneficial ownership, constitute approximately 8.1% of the Common Stock outstanding.
 
FrontFour Capital, as the investment manager of the Master Fund, may be deemed to beneficially own the 81,662.416 shares of Common Stock beneficially owned by the Master Fund, which constitute approximately 3.9% of the Common Stock outstanding.
 
(b)          Mr. Lorber has the sole power to vote or dispose of 85,619 shares of Common Stock beneficially owned by him and the shared power to vote or dispose of 2,440 shares of Common Stock held in his spouse’s IRA.
 
By reason of his responsibility for the supervision and conduct of investment activities of the Master Fund and as managing member and principal owner of FrontFour Capital, Mr. Lorber may be deemed to possess the shared power to vote and dispose of the shares of Common Stock beneficially owned by the Master Fund.
 
By reason of its responsibility for the supervision and conduct of investment activities of the Master Fund as its investment manager, FrontFour Capital may be deemed to possess the sole power to vote and dispose of the shares of Common Stock beneficially owned by the Master Fund.
 
(c)          The following purchases of Common Stock were made by Mr. Lorber in the past 60 days. All such purchases were made in the open market in routine brokerage transactions.  Other than the transactions listed in the table below, there have been no transactions in the Common Stock effected by the Reporting Persons during the past 60 days.
 
1 Percentages of the shares of Common Stock outstanding reported in this Schedule 13D are calculated based upon 2,100,124 shares of Common Stock outstanding, based on the number of shares of Common Stock outstanding as of December 16, 2022, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on December 16, 2022.

Date
Number of Shares
Price Per Share
12/20/22
400
$34.19(1)
12/21/22
425
$34.3098(2)
12/22/22
200
$34.28(3)
12/23/22
2,975
$34.59(4)
(1) The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $34.18 to $34.20, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
 
(2) The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $34.18 to $34.35, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
 
(3) The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $34.20 to $34.36, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
 
(4) The reported price is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $34.42 to $34.91, inclusive. The Reporting Persons undertake to provide the Company, any security holder of the Company or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
 
Signature
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:   January 3, 2023



David A. Lorber





/s/ David A. Lorber




FrontFour Master Fund, Ltd.

By: FrontFour Capital Group LLC as investment
manager




By:
/s/ David A. Lorber


Name: David A. Lorber


Title:   Managing Member




FrontFour Capital Group LLC




By:
/s/ David A. Lorber


Name: David A. Lorber


Title: Managing Member