Statement of Changes in Beneficial Ownership (4)
September 25 2020 - 4:12PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Edenbrook Capital, LLC |
2. Issuer Name and Ticker or Trading Symbol
PANHANDLE OIL & GAS INC
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PHX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
116 RADIO CIRCLE, SUITE 202 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/24/2020 |
(Street)
MOUNT KISCO, NY 10549
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | | | | | | | | 2610602 | I | See footnotes (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Put Option (Obligation to Buy) | $1.50 | 9/24/2020 | | S (3) | | | 3500 | 9/24/2020 | 6/18/2021 | Common Stock | 350000 | $0.25 (2) | 3500 | I | See Footnotes (1) |
Put Option (Obligation to Buy) | $4.00 | 9/24/2020 | | P (4) | | 500 | | 3/13/2020 | 12/18/2020 | Common Stock | 50000 | $2.45 (2) | 0 | I | See footnote (1) |
Put Option (Obligation to Buy) | $6.00 | 9/24/2020 | | P (4) | | 2000 | | 1/28/2020 | 12/18/2020 | Common Stock | 200000 | $4.48 (2) | 0 | I | See Footnotes (1) |
Put Option (Obligation to Buy) | $3.00 | 9/24/2020 | | P (4) | | 1000 | | 3/13/2020 | 12/18/2020 | Common Stock | 100000 | $1.46 (2) | 0 | I | See Footnotes (1) |
Explanation of Responses: |
(1) | The securities reported herein are held in the accounts of private funds. Edenbrook Capital, LLC may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager of such private funds. Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 for any other purpose. |
(2) | Price shown equals per share option premium. Each contract represents 100 shares. |
(3) | The private funds managed by Edenbrook Capital, LLC wrote 3,500 put option contracts expiring in June 2021 which provide that the private funds will be required to purchase shares of Common Stock at the stated strike price if the counterparty exercises such option. |
(4) | The private funds managed by Edenbrook Capital, LLC bought to cover, and closed out, the previously disclosed put option contracts. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Edenbrook Capital, LLC 116 RADIO CIRCLE SUITE 202 MOUNT KISCO, NY 10549 |
| X |
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Brolin Jonathan 116 RADIO CIRCLE SUITE 202 MOUNT KISCO, NY 10549 |
| X |
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Signatures
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Edenbrook Capital, LLC; By: /s/ Jonathan Brolin, Managing Member | | 9/25/2020 |
**Signature of Reporting Person | Date |
/s/ Jonathan Brolin | | 9/25/2020 |
**Signature of Reporting Person | Date |
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