3//SEC Filing
WhiteHawk Income Corp 3
Accession 0001104659-25-050624
CIK 0000315131other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 8:07 PM ET
Size
20.7 KB
Accession
0001104659-25-050624
Insider Transaction Report
Form 3
PHX MINERALS INC.NYSE: PHX
WhiteHawk Income Corp
10% Owner
Holdings
- 946,606(indirect: See footnote)
Common Stock
- 0
Common Stock
Footnotes (3)
- [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.
Issuer
PHX MINERALS INC.
CIK 0000315131
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001921603
Filing Metadata
- Form type
- 3
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 8:07 PM ET
- Size
- 20.7 KB