Lorber David A SC 13D/APhenixFIN / Lorber David A ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

David Lorber,

445 Park Avenue, 10^th Floor

New York, NY 10022

(212) 859-0390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(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

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 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.

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.

⁽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