0001062993-22-003545.txt : 20220210 0001062993-22-003545.hdr.sgml : 20220210 20220210164736 ACCESSION NUMBER: 0001062993-22-003545 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220210 DATE AS OF CHANGE: 20220210 GROUP MEMBERS: JONATHAN BROLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHX MINERALS INC. CENTRAL INDEX KEY: 0000315131 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731055775 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57849 FILM NUMBER: 22614833 BUSINESS ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: VALLIANCE BANK TOWER STE 1100 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4059481560 MAIL ADDRESS: STREET 1: 1601 NW EXPRESSWAY STREET 2: VALLIANCE BANK TOWER STE 1100 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: PANHANDLE OIL & GAS INC DATE OF NAME CHANGE: 20070509 FORMER COMPANY: FORMER CONFORMED NAME: PANHANDLE ROYALTY CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Edenbrook Capital, LLC CENTRAL INDEX KEY: 0001666682 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-239-3117 MAIL ADDRESS: STREET 1: 116 RADIO CIRCLE STREET 2: SUITE 202 CITY: MT. KISCO STATE: NY ZIP: 10549 SC 13G/A 1 formsc13ga.htm FORM SC 13G/A Edenbrook Capital: Form SC 13G/A - Filed by newsfilecorp.com

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. _2_)*

PHX Minerals Inc
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

698477106
(CUSIP Number)

December 31, 2021
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 [_] Rule 13d-1(b)

 [X] Rule 13d-1(c)

 [_] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 13G

CUSIP No.

698477106


1

Names of Reporting Persons

Edenbrook Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)  [ ]
(b)  [ ]

3

Sec Use Only

 

4

Citizenship or Place of Organization

New York

Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:

5

Sole Voting Power

-0-

6

Shared Voting Power

5,094,571

7

Sole Dispositive Power

-0-

8

Shared Dispositive Power

5,094,571

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,094,571

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

[ ]

11

Percent of class represented by amount in row (9)

14.78%

12

Type of Reporting Person (See Instructions)

IA, OO

       


SCHEDULE 13G

CUSIP No.

698477106


1

Names of Reporting Persons

Jonathan Brolin

2

Check the appropriate box if a member of a Group (see instructions)

(a)  [ ]
(b)  [ ]

3

Sec Use Only

 

4

Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:

5

Sole Voting Power

-0-

6

Shared Voting Power

5,094,571

7

Sole Dispositive Power

-0-

8

Shared Dispositive Power

5,094,571

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,094,571

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

[ ]

11

Percent of class represented by amount in row (9)

14.78%

12

Type of Reporting Person (See Instructions)

IN

       


Item 1.

(a) Name of Issuer: PHX Minerals Inc.

(b) Address of Issuer's Principal Executive Offices:

Valliance Bank Tower, Suite 1100

1601 NW Expressway

Oklahoma City, OK 73118

Item 2.

(a) Name of Person Filing:

(i) Edenbrook Capital, LLC; and

(ii) Jonathan Brolin

(b) Address of Principal Business Office or, if None, Residence: 

116 Radio Circle, Suite 202

Mount Kisco, NY 10549

(c) Citizenship: 

Edenbrook Capital, LLC is a New York limited liability company.  Jonathan Brolin is a United States citizen.

The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."

The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. 

(d) Title and Class of Securities: Class A Common Stock

(e) CUSIP No.: 698477106

Item 3.  If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [_] Broker or dealer registered under Section 15 of the Act;

(b) [_] Bank as defined in Section 3(a)(6) of the Act;

(c) [_] Insurance company as defined in Section 3(a)(19) of the Act;

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);


(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) [_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership

(a) Amount Beneficially Owned:   5,094,571 Class A Common Stock

(b) Percent of Class:  Approximately 14.78% (based on 34,480,893 shares of Class A Common Stock issued and outstanding as of January 4, 2022 pursuant to the PHX Minerals Inc. Proxy Statement Schedule 14A filed with the Securities and Exchange Commission ("SEC") on January 10, 2022.

(c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote:

 -0-

 (ii) Shared power to vote or to direct the vote:

 5,094,571

(iii) Sole power to dispose or to direct the disposition of:

-0-

(iv) Shared power to dispose or to direct the disposition of:

5,094,571

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

 Edenbrook Capital LLC ("Edenbrook") is the investment adviser to certain funds (the "Edenbrook Funds") that hold the securities reported herein.  Jonathan Brolin is the managing member of Edenbrook.  The Edenbrook Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. 


Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

 Not applicable

Item 8. Identification and classification of members of the group.

 Not applicable

Item 9. Notice of Dissolution of Group.

 Not applicable

Item 10. Certifications.

 Each of the Reporting Persons hereby makes the following certification:

 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 After reasonable inquiry and the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 10, 2022

Edenbrook Capital, LLC

By: /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

 Jonathan Brolin

 /s/ Jonathan Brolin