Sec Form 13D Filing - Amster Howard filing for PHENIXFIN CORPORATION 5.25% NO (PFXNZ) - 2020-07-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
MEDLEY CAPITAL CORP
(Name of Issuer)
COMMON STOCK PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
58503F-10-6
(CUSIP Number)
HOWARD AMSTER
44 COCOANUT ROW
SUITE #B323
PALM BEACH, FL 33480-4069
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 2020
(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.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
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).






This Amendment No. 3 to Schedule 13D (this Amendment No.3) amends and
supplements the Schedule 13D originally filed with the Securities and
Exchange Commission (SEC) on December 27, 2019, as amended by Amendment
No. 1 thereto filed with the SEC on March 12, 2020 and as amended by
Amendment No. 2 thereto filed with the SEC on May 15, 2020 (the Initial
13D and, as amended and supplemented through the date of this Amendment
No. 3, the Schedule 13D) with respected to the common stock, par value
$0.001 per share (the Common Stock) of Medley Capital Corporation, a
Delaware Corporation (the Issuer). Except as specifically amended by
this Amendment No. 3, the Schedule 13D is unchanged. Unless otherwise
indicated, each capitalized term
used but not otherwise defined herein shall have meaning assigned to
such term in the Initial 13D.


Item 2.Identity and Background.
     Item 2 is of the Schedule 13D is hereby amended as follows;

	This joint statement on Schedule 13D is being filed by Howard
Amster, Howard Amster 2019 Charitable Remainder Unitrust #1, Howard Amster
2019 Charitable Remainder Unitrust #2, Howard Amster 2019 Charitable
Remainder Unitrust #3, Howard Amster 2019 Charitable Remainder Unitrust #5,
Amster Trading Company Charitable Remainder Unitrust U/A DTD 09/07/2000,
Amster Trading Company Charitable Remainder Unitrust U/A DTD 03/10/2003,
Amster Limited Partnership, Laughlin Holdings LLC, Pleasant Lake Apartments
LP, Ramat Securites LTD, Pleasant Lake Apartments Corp,, PLA-Skoien Investments
LLC, Samuel J. Heller Trust U/A DTD 08/07/2002,  and Betty Kimbrew (together,
the Reporting Persons). Further information regarding the Reporting Persons is
set forth below;
     1) (a)Howard Amster,(b)44 Cocoanut Row Suite B323 Palm Beach, FL 33480
(c) Real estate Investor. President of Pleasant Lake Apts Corp, which is the
General Partner of Pleasant Lake Apartments LP, which is the General Partner of
Laughlin Holdings, as well the manager Pleasant Lake Skoien Investments LLC.
He is the trustee of the Howard Amster 2019 Charitable Remainder Unitrust #1,
the Howard Amster 2019 Charitable Remainder Unitrust #2, the Howard Amster
Charitable Remainder Unitrust #3, the Howard Amster Charitable Remainder
Unitrust #5, and the Samual J. Heller Trust U/A 08/07/2002. Howard Amster
is the general partner for Amster Limited Partnership. Howard Amster is
the President of Amster Trading Company, which is the trustee of the Amster
Trading Company Charitable Remainder Unitrust U/A DTD 09/07/2000, and the
trustee of the Amster Trading Company Charitable Remainder Unitrust U/A
DTD 03/10/2003. He is the majority owner of Ramat Securities Ltd. All
reporting entities are engaged in investments. (d) He has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors
in the last five years (e) During the last five years, he was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding such Reporting Person is or was subject to a
judgement, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws (f) United States
Citizen
     2)(a) Betty Kimbrew, (b)221 Allyn Blvd Chardon, OH 44024 (c)Private
Investor and Loan Portfolio Manager(d) She has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors
during the last five years (e) During the last five years, she was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding such Reporting Person is or was
subject to a judgement, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws (f) United States
Citizen


Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
     The Reporting Persons acquired shares of the Common Stock for investment
purposes. The Reporting Persons, in their ordinary course of business,
regularly review their equity interest in the issuer.
     While the reporting persons have no present intention to dispose of all
or any portion of the Common Stock beneficially owned by them, any such sales
of the Common Stock may be made in the open market, privately negotiated
transactions, or otherwise.
     Depending on their assessment of the of the forgoing factors, the
reporting persons may, from time to time, further modify their present
intention as stated in this item 4. In addition, they may at their discretion
purchase additional shares of common stock
     Howard Amster has indicated his interest in being appointed to the Board
of Medley Capital Corp., along with Matthew Howlett and Kevin McCallum, as
independent directors and has proposed that the Board consider, as part of
its strategic review process to seek enhanced shareholder value, a plan to
repurchase stock and debt of the Company in a manner that would be accretive
and maximize value to the Company's shareholders, using proceeds from loan
maturities and run-off. Mr. Amster believes that implementing such a strategy
at this time is the best approach to increasing net asset value and thereby in
turn, enhance shareholder value. Although Messrs. Howlett and McCallum may share
common interests with Mr. Amster, he disclaims being
part of any group with them.
     Except as set forth above, the Reporting Persons do not have at this time
any specific plans which would result in (a) the acquisition by the Reporting
Persons of additional securities of the Issuer or the disposition by the
Reporting Persons of securities of the Issuer, other than described above (b)
any extraordinary corporate transactions such as a merger, reorganization, or
liquidation involving the Issuer or any of its subsidiaries, (c) any sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries; (d) any change in the present management of board of directors
of the Issuer, including any plans or proposals to change the number or term
of directors, or to fill any existing vacancies on the Issuer's board of
directors: (e) any other material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g)any change in the Issuer's charter,
bylaws, or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) the Common Stock
being delisted from a national securities exch3ange or ceasing to be authorized
to be quoted in an inter-dealer quotation system or a registered national
securities association;(i) causing a class of equity securities of the Issuer
to be eligible for termination of registration pursuant to Section 129(g)(4)
of the Act; or (j) any action similar to those enumerated above

Item 7. Material to Be Filed as Exhibits.

	Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit A - Letter to Medley Capital Corp Directors dated July 17, 2020


SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.

HOWARD AMSTER

/s/ Howard Amster
Name: Howard Amster
Individually, and on behalf of
all affiliated entity
Reporting Persons

Date: July 17, 2020



Betty Kimbrew

/s/Betty Kimbrew
Name: Betty Kimbrew

Date: July 17, 2020















Exhibit A









July 17, 2020

Dear Independent Directors of Medley Capital Corporation,

I am writing you to put forth a proposal to be included as part
of the Board's Strategic Review process for Medley Capital Corporation
(MCC). My intention, as is yours, is to the find the best possible
outcome for MCC shareholders. This proposal is designed to maximize
value for shareholders and I believe the Board should evaluate this
proposal against other proposals received through its strategic review
process. I appreciate the Board's commitment to MCC shareholders. With
that background, I wanted to submit the following proposal, which I
understand is supported by Matthew Howlett and Kevin McCallum, who
intend to separately express their own proposals.

I believe a primary goal of the Board should be to close the gap between
MCC's current market price and its NAV. The Board should also aspire to
increase MCC's current NAV through positive financial engineering.  Based
on the current market environment, a sale or third-party investment in MCC
will result in substantial dilution to MCC shareholders. I also believe
that given the current distress in the Business Development Companies (BDC)
industry, the environment does not represent an opportune time to consider
a full or partial sale of the company.  As a result, I believe the company
should immediately focus on repurchasing stock and debt in a manner that
would be accretive to MCC shareholders. I believe that over a period of
time this should result in substantial improvement to NAV and enhanced
long term shareholder value.

I would recommend the continuation of the investment management services
of Medley Management beyond 09/30/2020, with the following terms: 1) A
base management fee similar to the existing arrangement which expires on
09/30/20, B) An incentive payment to Medley Management for successfully
achieving NAV in excess of $3.30 per share (or some other proper number
as determined by the Board).

The management contract should stipulate the following: 1) No new investments
will be made during the period without Board approval, with certain minor
exceptions for existing portfolio companies.  2) All proceeds from loan
runoff/maturities should be allocated to a mixture of debt and stock
repurchases. 3) Asset sales should be initiated at or even below intrinsic
value as long as there is an opportunity to purchase stock at substantial
discounts to NAV.

In conjunction with my proposal, I am also requesting to be appointed to
the Board as an independent director with a significant economic stake in the
company and with broad experience in the management of financial institutions.
I would also propose Matthew Howlett and Kevin McCallum be appointed as
independent directors to the Board of MCC.

Sincerely,

Howard Amster


CUSIP NO. 58503F-10-6	SCHEDULE 13D


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