Amendment: SEC Form SCHEDULE 13D/A filed by PhenixFIN Corporation
$PFX
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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PhenixFIN Corp (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) |
06/16/2025 (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. | 71742W103 |
| 1 |
Name of reporting person
David A. Lorber | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
228,185.41 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 71742W103 |
| 1 |
Name of reporting person
FrontFour Master Fund, Ltd. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
81,662.41 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 71742W103 |
| 1 |
Name of reporting person
FrontFour Capital Group 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
81,662.41 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Based on 2,019,778 common shares outstanding as of May 6, 2025 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
PhenixFIN Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
445 PARK AVENUE, 10TH FLOOR, NEW YORK,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 4 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, Amendment No. 2 filed with the SEC on January 3, 2023, and Amendment No. 3 filed with the SEC on March 5, 2024 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 | |
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 $6,057,747.10, which was obtained from personal funds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Master Fund beneficially owned 81,662.416 shares of Common Stock, Mr. Lorber beneficially owned directly 143,145 shares of Common Stock, and Mr. Lorber was deemed to beneficially own 3,378 shares of Common Stock in his spouse's IRA, constituting approximately 4.0%, 7.1% and less than 1%, respectively, of the shares of Common Stock outstanding.
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 143,145 shares of Common Stock he beneficially owns directly and 3,378 shares of Common Stock of which he is deemed to have beneficial ownership, constitute approximately 11.3% of the Common Stock outstanding. | |
| (b) | Mr. Lorber has the sole power to vote or dispose of 143,145 shares of Common Stock beneficially owned by him and the shared power to vote or dispose of 3,378 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) | Attached as Schedule 5(c). | |
| Item 7. | Material to be Filed as Exhibits. | |
Schedule 5(c) - Transaction Description | ||
| 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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