4//SEC Filing
Brown Glen A 4
Accession 0001104659-25-061847
CIK 0000315131other
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 8:47 PM ET
Size
10.6 KB
Accession
0001104659-25-061847
Insider Transaction Report
Form 4
Brown Glen A
Director
Transactions
- Award
Common Stock
2025-06-04$4.32/sh+480$2,074→ 170,532 total - Disposition to Issuer
Common Stock
2025-06-23$4.35/sh−84,282$366,627→ 0 total - Disposition from Tender
Common Stock
2025-06-23$4.35/sh−86,250$375,187→ 84,282 total
Footnotes (5)
- [F1]Represents Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends on the Deferred Stock Units previously credited to the reporting person's account pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors (the "Director Deferred Compensation Plan"). Each Deferred Stock Unit is the economic equivalent of one share of common stock of the Issuer. The Deferred Stock Units become payable solely in common stock upon the reporting person's termination of service as a director or death or upon the effectiveness of a change of control of the Issuer.
- [F2]On May 8, 2025, PHX Minerals Inc. (the "Issuer") entered into an Agreement and Plan of Merger with the WhiteHawk Acquisition, Inc., a Delaware corporation (the "Parent"), and WhiteHawk Merger Sub, Inc., a Delaware corporation (the "Merger Sub") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 23, 2025, Merger Sub completed a tender offer (the "Offer") pursuant to the terms of the Merger Agreement for the outstanding shares of common stock of the Issuer for an offer price of $4.35 per share, without interest and subject to applicable tax withholding (the "Offer Price"). Thereafter, Merger Sub merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of the Parent.
- [F3]Represents shares of common stock tendered to Merger Sub pursuant to the Offer.
- [F4]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the restricted shares held by the reporting person vested in full, became free of restrictions and were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.
- [F5]Includes 52,320 Deferred Stock Units previously credited to the reporting person's account pursuant to the Director Deferred Compensation Plan. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the Deferred Stock Units held by the reporting person were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.
Documents
Issuer
PHX MINERALS INC.
CIK 0000315131
Entity typeother
Related Parties
1- filerCIK 0001621353
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 8:47 PM ET
- Size
- 10.6 KB