SEC Form SC 13G/A filed by PHX Minerals Inc. (Amendment)

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. _3_)*

PHX Minerals Inc
(Name of Issuer)

Common Stock
(Title of Class of Securities)

698477106
(CUSIP Number)

December 31, 2022
(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

SCHEDULE 13G

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: 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:   5,249,095 Common Stock

(b) Percent of Class:  Approximately 14.38% (based on 36,491,333 shares issued and outstanding as of December 31, 2022 pursuant to the PHX Minerals Inc. Proxy Statement Schedule 14A filed with the Securities and Exchange Commission ("SEC") on January 23, 2023.

(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:

 5,249,095

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

-0-

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

5,249,095

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 7, 2023

Edenbrook Capital, LLC

By:  /s/ Jonathan Brolin

Jonathan Brolin, Managing Member

 Jonathan Brolin

 /s/ Jonathan Brolin