WhiteHawk Income Corp - May 8, 2025 Form 3/A - Amendment Insider Report for PHX MINERALS INC. (: PHX)

Role
10%+ Owner
Signature
/s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation
Stock symbol
: PHX
Transactions as of
May 8, 2025
Transactions value $
$0
Form type
3/A - Amendment
Date filed
5/22/2025, 07:01 PM
Date Of Original Report
May 19, 2025
Next filing
Jun 23, 2025

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
WhiteHawk Income Corp 10%+ Owner 2000 MARKET ST, SUITE 910, PHILADELPHIA /s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation 2025-05-22 0001921603
Herz Daniel C 10%+ Owner 2000 MARKET ST, SUITE 910, PHILADELPHIA /s/ Daniel Herz 2025-05-22 0001516921
WhiteHawk Merger Sub, Inc. 10%+ Owner 2000 MARKET ST, SUITE 910, PHILADELPHIA /s/ Jeffrey Slotterback, President, WhiteHawk Merger Sub, Inc. 2025-05-22 0002069490
WhiteHawk Acquisition, Inc. 10%+ Owner 2000 MARKET ST, SUITE 910, PHILADELPHIA /s/ Jeffrey Slotterback, President, WhiteHawk Acquisition, Inc. 2025-05-22 0002069535

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding : PHX Common Stock 0 May 8, 2025 Direct F1, F2
holding : PHX Common Stock 947K May 8, 2025 See footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of 3,817,642 shares of common stock of the Issuer that are the subject of certain Tender and Support Agreements dated May 8, 2025 (the "Tender and Support Agreements") by WhiteHawk Acquisition, Inc. ("Parent") and WhiteHawk Merger Sub, Inc. ("Merger Sub"), and each of Chad Stephens, Ralph D'Amico, Chad True, Steven Packebush, Mark Behrman, Glen Brown, John Pinkerton, and Lee Canaan (each a "Supporting Stockholder"), and held of record by the Supporting Stockholders (such shares, the "Subject Shares").
F2 (continued from Footnote 1) The Tender and Support Agreements were entered into in connection with the Agreement and Plan of Merger, dated May 8, 2025, by and among Parent, Merger Sub, and the Issuer. WhiteHawk Income Corporation, Parent, Merger Sub, and Mr. Herz, as the Chief Executive Officer of WhiteHawk Income Corporation (together, the "Reporting Persons") exercise voting power in limited situations over the Subject Shares through the grant of an irrevocable proxy by each of the Supporting Stockholders in the Tender and Support Agreements and, as such, may be deemed to have beneficial ownership of such shares. The Reporting Persons disclaim beneficial ownership over the Subject Shares, except to the extent of their pecuniary interest therein, if any.
F3 Consists of 946,606 shares of common stock of the Issuer that are held directly by WhiteHawk - Equity Holdings, LP ("WhiteHawk LP," and such shares, the "Held Shares"). WhiteHawk - Equity Holdings GP, LLC ("WhiteHawk GP") is the general partner of WhiteHawk LP and retains the sole and exclusive right to manage and control any and all matters in connection with the voting and disposition of any securities held by WhiteHawk LP. Whitehawk Energy, LLC ("WhiteHawk Energy") is the sole member of WhiteHawk GP, and Mr. Herz is the President, Chief Executive Officer, and Managing Member of WhiteHawk Energy. Thus, Mr. Herz may be deemed to have indirect beneficial ownership of the Held Shares. The Reporting Persons disclaim beneficial ownership over the Held Shares, except to the extent of their pecuniary interest therein, if any.

Remarks:

Exhibit 99.1 (Reporting Persons Information) and Exhibit 99.2 (Joint Filing Agreement) are incorporated herein by reference. This amendment is being filed solely to add the EDGAR CIKs of Mr. Herz, Whitehawk Merger Sub, Inc., and WhiteHawk Acquisition, Inc.