Amendment: New insider Whitehawk Income Corp claimed ownership of 946,606 shares (SEC Form 3)
$PHX
Oil & Gas Production
Energy
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 05/08/2025 |
3. Issuer Name and Ticker or Trading Symbol
PHX MINERALS INC. [ NYSE: PHX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/19/2025 |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1)(2) | 0(1)(2) | D(1)(2) | |
| Common Stock(3) | 946,606(3) | I(3) | See footnote(3) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Consists of 3,817,642 shares of common stock of the Issuer that are the subject of certain Tender and Support Agreements dated May 8, 2025 (the "Tender and Support Agreements") by WhiteHawk Acquisition, Inc. ("Parent") and WhiteHawk Merger Sub, Inc. ("Merger Sub"), and each of Chad Stephens, Ralph D'Amico, Chad True, Steven Packebush, Mark Behrman, Glen Brown, John Pinkerton, and Lee Canaan (each a "Supporting Stockholder"), and held of record by the Supporting Stockholders (such shares, the "Subject Shares"). |
| 2. (continued from Footnote 1) The Tender and Support Agreements were entered into in connection with the Agreement and Plan of Merger, dated May 8, 2025, by and among Parent, Merger Sub, and the Issuer. WhiteHawk Income Corporation, Parent, Merger Sub, and Mr. Herz, as the Chief Executive Officer of WhiteHawk Income Corporation (together, the "Reporting Persons") exercise voting power in limited situations over the Subject Shares through the grant of an irrevocable proxy by each of the Supporting Stockholders in the Tender and Support Agreements and, as such, may be deemed to have beneficial ownership of such shares. The Reporting Persons disclaim beneficial ownership over the Subject Shares, except to the extent of their pecuniary interest therein, if any. |
| 3. Consists of 946,606 shares of common stock of the Issuer that are held directly by WhiteHawk - Equity Holdings, LP ("WhiteHawk LP," and such shares, the "Held Shares"). WhiteHawk - Equity Holdings GP, LLC ("WhiteHawk GP") is the general partner of WhiteHawk LP and retains the sole and exclusive right to manage and control any and all matters in connection with the voting and disposition of any securities held by WhiteHawk LP. Whitehawk Energy, LLC ("WhiteHawk Energy") is the sole member of WhiteHawk GP, and Mr. Herz is the President, Chief Executive Officer, and Managing Member of WhiteHawk Energy. Thus, Mr. Herz may be deemed to have indirect beneficial ownership of the Held Shares. The Reporting Persons disclaim beneficial ownership over the Held Shares, except to the extent of their pecuniary interest therein, if any. |
| Remarks: |
| Exhibit 99.1 (Reporting Persons Information) and Exhibit 99.2 (Joint Filing Agreement) are incorporated herein by reference. This amendment is being filed solely to add the EDGAR CIKs of Mr. Herz, Whitehawk Merger Sub, Inc., and WhiteHawk Acquisition, Inc. |
| /s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation | 05/22/2025 | |
| /s/ Daniel Herz | 05/22/2025 | |
| /s/ Jeffrey Slotterback, President, WhiteHawk Merger Sub, Inc. | 05/22/2025 | |
| /s/ Jeffrey Slotterback, President, WhiteHawk Acquisition, Inc. | 05/22/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||