Sec Form 13G Filing - Trigran Investments Inc. filing for PHX MINERALS INC. (PHX) - 2021-02-11

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

¨

Rule 13d-1(d)

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trigran Investments, Inc.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Illinois corporation

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December 10, 2020)

12.

Type of Reporting Person
IA/CO

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Douglas Granat

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December 10, 2020)

12.

Type of Reporting Person
IN/HC

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lawrence A. Oberman

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December 10, 2020)

12.

Type of Reporting Person
IN/HC

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven G. Simon

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December 10, 2020)

12.

Type of Reporting Person
IN/HC

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bradley F. Simon

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December& #xA0;10, 2020)

12.

Type of Reporting Person
IN/HC

CUSIP No. 69291A100

Schedule 13G

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven R. Monieson

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,359,594 shares of common stock

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
2,359,594 shares of common stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,359,594 shares of common stock (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
Approximately 10.5% (based on 22,389,154 shares of common stock issued and outstanding as of December 3, 2020 pursuant to the PHX Minerals Inc. Form 10-K filed with the SEC on December 10, 2020)

12.

Type of Reporting Person
IN/HC

CUSIP No. 69291A100

Schedule 13G

Item 1(a)

Name of Issuer:
PHX Minerals Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

Valliance Bank Tower, Suite 1100

1601 NW Expressway

Oklahoma City, Oklahoma 73118

Item 2(a)

Name of Person Filing
See Item 2(c)

Item 2(b)

Address of Principal Business Office
See Item 2(c)

Item 2(c)

Citizenship
Trigran Investments, Inc.

630 Dundee Road, Suite 230

Northbrook, IL 60062

Illinois corporation

Douglas Granat

630 Dundee Road, Suite 230

Northbrook, IL 60062

U.S. Citizen

Lawrence A. Oberman

630 Dundee Road, Suite 230

Northbrook, IL 60062

U.S. Citizen

Steven G. Simon

630 Dundee Road, Suite 230

Northbrook, IL 60062

U.S. Citizen

Bradley F. Simon

630 Dundee Road, Suite 230

Northbrook, Illinois 60062

U.S. Citizen

Steven R. Monieson

630 Dundee Road, Suite 230

Northbrook, Illinois 60062

U.S. Citizen

Item 2(d)

Title of Class of Securities:
Class A Common Stock, par value of $0.01666 per share

Item 2(e)

CUSIP Number:
69291A100

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Exchange Act;

CUSIP No. 69291A100

Schedule 13G

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act;

(e)

x

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)

o

A non-U.S. institution in accordance with Rule 13d—1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d—1(b)(1)(ii)(J), please specify the type of institution:                            

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

Item 4

Ownership:(2)

(a)

Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

(b)

Percent of class:

Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.

(ii)

Shared power to vote or to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

(iii)

Sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

(iv)

Shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

CUSIP No. 69291A100

Schedule 13G

Item 5

Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Owners of accounts managed by Trigran Investments, Inc. have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts.  No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

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

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not 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.

CUSIP No. 69291A100

Schedule 13G

TRIGRAN INVESTMENTS, INC.

By:

/s/ Lawrence A. Oberman

Name:

Lawrence A. Oberman

Title:

Executive Vice President

/s/ Douglas Granat

Douglas Granat

/s/ Lawrence A. Oberman

Lawrence A. Oberman

/s/ Steven G. Simon

Steven G. Simon

/s/ Bradley F. Simon

Bradley F. Simon

/s/ Steven R. Monieson

Steven R. Monieson

CUSIP No. 69291A100

Schedule 13G

PAGE

EXHIBIT 1: Agreement to Make a Joint Filing

1